Common use of GRANTING CLAUSE Clause in Contracts

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 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 on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 Notes, and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) certain monies due under the Contracts after the Cutoff Date, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received due on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts, and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 for the subordination of the Class B Notes and Class C Notes provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer To secure its performance of its obligations under the Agreement and this Sale Supplement, Seller hereby Grants, transfers, assigns and otherwise conveys grants to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, Purchaser a security interest in all of the Issuer’s its right, title and interest in an to the following, whether now owned or hereafter acquired, and all monies “securities,” “instruments,” “accounts,” “general intangibles,” “payment intangibles,” “payment intangibles,” “goods,” “letter of credit rights,” “chattel paper,” “financial assets,” “investment property,” (exclusive each as defined in the applicable UCC) and other property consisting of, arising from or relating to any of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: following: (ia) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on or Servicing Rights in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; Mortgage Loans and (x) REO Properties related to the Deferred Servicing Agreements, in each case together with all related security, collections and payments on or under thereon and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntaryinvoluntary of the foregoing; (b) the Rights to MSRs with respect to each Servicing Agreement; (c) all Servicing Fees, into cash Ancillary Income and Prepayment Interest Excess received under the Deferred Servicing Agreements and subject to Section 6.10 of other liquid propertythis Sale Supplement any rights to exercise any optional termination or clean-up call provisions under the Deferred Servicing Agreements; (d) all income from amounts on deposit in Custodial Accounts and Related Escrow Accounts related to the Deferred Servicing Agreements; (e) all files and records in Seller’s possession or control, including the related Database, relating to the assets specified in clauses (a) through (d); (f) all cash proceedscauses of action, accountslawsuits, accounts receivablejudgments, notesclaims, draftsrefunds, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awardschoses in action, rights to payment of recovery, rights of set-off, rights of recoupment, demands and any other rights or claims of any and every kind and other forms nature, whether arising by way of obligations and receivablescounterclaim or otherwise, instruments and other property which at available to or being pursued by Seller to the extent related exclusively to any time constitute all or part of or are included in the foregoing and/or the Assumed Liabilities; and (g) any proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made This Sale Supplement shall constitute a security agreement under applicable law. Seller agrees that from time to time it shall promptly execute and deliver all additional instruments and documents and take all additional action that Purchaser may reasonably request in trust order to secure perfect the payment interests of principal of Purchaser in, to and interest onunder, and any other amounts owing in respect ofor to protect, the NotesCollateral or to enable Purchaser to exercise or enforce any of its rights or remedies hereunder. To the fullest extent permitted by applicable law, equally Seller hereby authorizes Purchaser to file financing statements and ratably without prejudice, priority amendments thereto in connection with the grant of a security interest pursuant to this Section 9.1. Seller covenants and agrees to take all necessary action to prevent the creation or distinction, except as expressly provided herein with respect to distinctions among Classes imposition of Notes and all other sums owing by any Lien upon any of the Issuer hereunder or under any other Transaction DocumentCollateral, and to secure compliance with maintain the provisions Collateral free and clear of this Indentureall Liens, all as provided in this Indenture. The Indenture Trustee on behalf other than the Lien securing the obligations of the Holders of the Notes, acknowledges such Grant, accepts the trust Seller arising under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a partySale Supplement.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 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 on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Initial Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts and Subsequent List of Contracts); (ii) certain monies due under the Initial Contracts and Subsequent Contracts after the Initial Cutoff Date and Subsequent Cutoff Date, respectively, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received 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 received due on or prior to the Initial Cutoff Date or Subsequent Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund, the Pre-Funding Account and the Interest Reserve FundAccount, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual certain insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 for the subordination of the Class B Notes provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer To secure the timely payment and performance of the Obligations, Borrower does hereby Grantsassign, transfersgrant and pledge to Security Agent, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the NotesSecured Parties, without recoursea continuing security interest in all estate, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) Borrower in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List under all assets of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on Borrower, whether now owned or in respect of such Contracts (other than payments of principal and interest received on hereafter existing or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fundacquired, including all Eligible Investments therein the estate, right, title and all income from the investment interest of funds therein Borrower in, to and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) following (collectively, the “Collateral”): (i) each of the agreements and documents listed on Exhibit A, in each case, as amended, amended and restated, supplemented or otherwise modified from time to time (each, an “Assigned Agreement” and collectively, the “Assigned Agreements”) and all of Borrower’s rights thereunder; (ii) all Accounts; (iii) all As-Extracted Collateral; (iv) all Chattel Paper (including Electronic Chattel Paper). The foregoing Grant is made ; (v) all Deposit Accounts; (vi) all Documents; (vii) all Equipment (including, for the avoidance of doubt, all wind turbines); (viii) all Fixtures; (ix) all General Intangibles; (x) all Goods not covered by the other clauses of this Section 2, if any; (xi) all Instruments, including all Promissory Notes; (xii) all inventions, processes, production methods, proprietary information (including operating data and wind resource data related to the Project), know how, maps, plans, specifications, architectural, engineering, construction or shop drawings, route surveys, engineering reports, manuals and similar materials in trust to secure the payment of principal of and interest onwhich Borrower has an interest, and all payment and performance bonds or warranties or guaranties relating to the Project and all of Borrower’s rights under and in patents, patent licenses, copyrights, trademarks and trade names, trade secrets and any replacements, renewals or substitutions for any of the foregoing (collectively, “Intellectual Property”); (xiii) all Inventory; (xiv) all Motor Vehicles; (xv) all Investment Property not covered by other amounts owing in clauses of this Section 2, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts; (xvi) all Letter-of-Credit Rights; (xvii) Payment Intangibles; (xviii) Software; (xix) all Commercial Tort Claims arising out of, relating to or in connection with all or any part of the NotesInventory, equally Equipment or Documents of Borrower; (xx) all cash and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes and cash instruments; (xxi) all other sums owing by the Issuer hereunder or under any other Transaction Document, tangible and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee on behalf intangible personal property whatsoever of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.Borrower; and

GRANTING CLAUSE. The Bond Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Bond Trustee on at the Closing Issuance Date, on behalf of and as Bond Trustee for the benefit of the Holders of the Notes, without recourseBonds and the Bond Trustee, all of the Bond Issuer’s right, title and interest in and to (exclusive a) the Phase-In-Recovery Property (created by Sections 4928.232, 4928.234 and 4928.2312 of the amount, if any, allocable to any rebatable insurance premium financed by any ContractStatute and paragraph VI.A(6) in, to and under: (iof the Financing Order) the Contracts secured transferred by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior Seller to the Cutoff Date); (iii) security interests in Bond Issuer pursuant to the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein Sale Agreement and all proceeds therefrom; thereof, (vb) proceeds from claims under any theftthe Statutory Lien, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vic) the Sale and Servicing Agreement and the Transfer and Sale Agreement; , (viid) the protective Servicing Agreement, (e) the Administration Agreement, (f) the Collection Account (including all subaccounts thereof) and all amounts or investment property on deposit therein or credited thereto from time to time, (g) all other property of whatever kind owned from time to time by the Bond Issuer, including accounts, general intangibles, equipment, deposit accounts, securities accounts and inventory, (h) the security interest in certain of with respect to the abovePhase-described property In-Recovery Property granted by the Trust Depositor Seller to the Bond Issuer in favor of the Issuer; Sale Agreement, (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ixi) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; foregoing and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, securities accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (as each such defined term is defined in Section 1.01j) all proceeds of the foregoing (collectively, the “Collateral”; it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated by the terms hereof and (ii) proceeds from the sale of the Bonds required to pay the purchase price of the Phase-In-Recovery Property paid pursuant to the Sale Agreement and the costs of issuance with respect to the Bonds or an allocable portion of the Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not be subject to Section 3.19. The foregoing Grant is Grants are made to the Bond Trustee in trust to secure the payment of principal of and of, interest on, and any all other amounts (which shall include all amounts payable to the Bond Trustee under this Bond Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents) owing in respect of, the NotesBonds, including all amounts payable to the Bond Trustee, the Certificate Trustee and the Delaware Trustee under this Bond Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Documentin this Bond Indenture, and to secure compliance with the provisions of this IndentureBond Indenture with respect to the Bonds, all as provided in this IndentureBond Indenture (collectively, the “Secured Obligations”). This Bond Indenture constitutes a security agreement within the meaning of the UCC or the Statute to the extent that, under Ohio law, the provisions of the UCC or the Statute are applicable hereto. The Indenture Trustee Bond Trustee, as trustee on behalf of the Holders of the NotesBonds and as agent for itself, acknowledges such GrantGrants, accepts the trust under this Indenture trusts hereunder in accordance with the provisions of this Indenture hereof and agrees to perform its duties specifically required under this Indenture in accordance with its terms herein. AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all Bonds are to be issued, countersigned and delivered and that all of the Collateral is to be held and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth, and the terms Bond Issuer, for itself and any successor, does hereby covenant and agree to and with the Bond Trustee and its successors in said trust, for the benefit of the other Transaction Documents to which it is a party.Holders and the Bond Trustee, as follows:

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns In order to secure and otherwise conveys provide for the repayment and payment of the Note Obligations with respect to the Indenture Trustee on Series 2013-B Notes, HVF II hereby affirms the Closing Datesecurity interests granted in the Initial Series 2013-B Supplement and grants a security interest in and assigns, on behalf of pledges, grants, transfers and sets over to the Trustee, for the benefit of the Holders of the Notes, without recourseSeries 2013-B Noteholders, all of the IssuerHVF II’s right, title and interest in and to the following (exclusive of the amountwhether now or hereafter existing or acquired): (a) each Series 2013-B Account, including any security entitlement with respect to Financial Assets credited thereto; (b) all funds, Financial Assets or other assets on deposit in or credited to each Series 2013-B Account from time to time; (c) all certificates and instruments, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on representing or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of evidencing any or all of each Series 2013-B Account, the foregoing; and funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to time; (xd) all payments on or under investments made at any time and all proceeds of every kind and nature whatsoever from time to time with monies in respect of any or all of the foregoingeach Series 2013-B Account, including all proceeds of the conversionwhether constituting securities, voluntary or involuntaryinstruments, into cash of other liquid general intangibles, investment property, Financial Assets or other property; (e) all cash proceedsinterest, accountsdividends, 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 receivablescash, instruments and other property which at any from time constitute all to time received, receivable or part otherwise distributed in respect of or are included in exchange for each Series 2013-B Account, the proceeds funds on deposit therein from time to time or the investments made with such funds; (f) all Proceeds of any and all of the foregoing clauses (as a) through (e), including cash (with respect to each Series 2013-B Account, the items in the foregoing clauses (a) through (e) and this clause (f) with respect to such defined term is defined in Section 1.01) (Series 2013-B Account are referred to, collectively, as the “Series 2013-B Account Collateral”). The foregoing Grant is made in trust to secure the payment . (g) each Series 2013-B Demand Note; (h) all certificates and instruments, if any, representing or evidencing each Series 2013-B Demand Note; (i) each Series 2013-B Interest Rate Cap; and (j) all Proceeds 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 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 on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a partyforegoing.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns In order to secure and otherwise conveys provide for the repayment and payment of the Note Obligations with respect to the Indenture Trustee on Series 2013-A Notes, HVF II hereby affirms the Closing Datesecurity interests granted in the Initial Series 2013-A Supplement and grants a security interest in and assigns, on behalf of pledges, grants, transfers and sets over to the Trustee, for the benefit of the Holders of the Notes, without recourseSeries 2013-A Noteholders, all of the IssuerHVF II’s right, title and interest in and to the following (exclusive of the amountwhether now or hereafter existing or acquired): (a) each Series 2013-A Account, including any security entitlement with respect to Financial Assets credited thereto; (b) all funds, Financial Assets or other assets on deposit in or credited to each Series 2013-A Account from time to time; (c) all certificates and instruments, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on representing or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of evidencing any or all of each Series 2013-A Account, the foregoing; and funds on deposit therein or any security entitlement with respect to Financial Assets credited thereto from time to time; (xd) all payments on or under investments made at any time and all proceeds of every kind and nature whatsoever from time to time with monies in respect of any or all of the foregoingeach Series 2013-A Account, including all proceeds of the conversionwhether constituting securities, voluntary or involuntaryinstruments, into cash of other liquid general intangibles, investment property, Financial Assets or other property; (e) all cash proceedsinterest, accountsdividends, 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 receivablescash, instruments and other property which at any from time constitute all to time received, receivable or part otherwise distributed in respect of or are included in exchange for each Series 2013-A Account, the proceeds funds on deposit therein from time to time or the investments made with such funds; (f) all Proceeds of any and all of the foregoing clauses (as a) through (e), including cash (with respect to each Series 2013-A Account, the items in the foregoing clauses (a) through (e) and this clause (f) with respect to such defined term is defined in Section 1.01) (Series 2013-A Account are referred to, collectively, as the “Series 2013-A Account Collateral”). The foregoing Grant is made in trust to secure the payment . (g) each Series 2013-A Demand Note; (h) all certificates and instruments, if any, representing or evidencing each Series 2013-A Demand Note; (i) each Series 2013-A Interest Rate Cap; and (j) all Proceeds 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 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 on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a partyforegoing.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after August 1, 2015; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums Credit and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes in this Indenture and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 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 of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after April 1, 2013; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums Credit and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes in this Indenture and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 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 of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in on the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policiespolicies (and rights under a “forced placed” policy, if any), voluntary protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles any such Contract, an Obligor or obligors under the a Motorcycle securing such Contracts; (vi) all documents contained in the related Contract Files; (vii) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (viiviii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) all rights in the Lockbox, the Lockbox Account and the related Lockbox Agreement to the extent they relate to the Contracts (but excluding payments received on or before the Cutoff Date); (ix) rebates of premiums and other amounts, if any, amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ixx) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (xxi) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 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 on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after February 1, 2011; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums Credit and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes in this Indenture and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 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 of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after August 1, 2014; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums Credit and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes in this Indenture and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 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 of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Initial Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts and Subsequent List of Contracts); (ii) certain monies due under the Initial Contracts and Subsequent Contracts after the Initial Cutoff Date and Subsequent Cutoff Date, respectively, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received 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 received due on or prior to the Initial Cutoff Date or Subsequent Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund, the Pre-Funding Account and the Interest Reserve FundAccount, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual certain insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 for the subordination of the Class B Notes provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.. ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after January 1, 2015; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums Credit and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes in this Indenture and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 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 of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, voluntary protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 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 on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Grantor hereby Grants, transfers, assigns pledges and otherwise conveys grants to the Indenture Trustee on the Closing DateSecured Parties, on behalf of and for the benefit of the Holders of the Notes, without recourse, as hereinafter provided a security interest in all of the Issuersuch Grantor’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under all of its property, in each case whether tangible or intangible, wherever located, and whether now owned by such Grantor or hereafter acquired and whether now existing or hereafter coming into existence, including without limitation all of the following but excluding all Excluded Assets (collectively, “Collateral”): (a) all Accounts: (b) all As-Extracted Collateral; (c) all Chattel Paper; (d) all Deposit Accounts; (e) all Documents; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) the Contracts secured all Goods not covered by the Motorcycles other clauses of this Section 3; (which Contracts shall be listed in j) the List of Contracts); Pledged Shares; (iik) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve FundInstruments, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; Promissory Notes; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ixl) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and Intellectual Property; (xm) all payments on or under and Inventory; (n) all proceeds Investment Property not covered by other clauses of every kind and nature whatsoever in respect of any or all of the foregoingthis Section 3, including all proceeds Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts; (o) all Letter-of-Credit Rights; (p) all commercial tort claims, as defined in Section 9-102(a)(13) of the conversionNYUCC, voluntary or involuntary, into cash arising out of the events described in Annex 8; (q) all other liquid propertytangible and intangible personal property whatsoever of such Grantor; and (r) all Proceeds of any of the Collateral, all cash proceedsAccessions to and substitutions and replacements for, accountsany of the Collateral, accounts receivableand all offspring, notesrents, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment profits and products of any and every kind of the Collateral, and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other forms of obligations and receivablespapers (including all tapes, instruments cards, computer runs and other property which papers and documents in the possession or under the control of such Grantor or any computer bureau or service company from time to time acting for such Grantor); provided, however, that, nothing set forth in this Section 3.01 or any other provision of this Agreement or any other Loan Document shall at any time constitute all the grant of a security interest in, or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest a Lien 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 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 on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a partyExcluded Asset.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, 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 (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Initial Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts and Subsequent List of Contracts); (ii) certain monies due under the Initial Contracts and Subsequent Contracts on and after the Initial Cut-Off Date and Subsequent Cut-Off Date, respectively, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received on or after the Cutoff Initial Cut-Off Date or Subsequent Cut-Off Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or due prior to the Cutoff Initial Cut-Off Date or Subsequent Cut-Off Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund, the Pre- Funding Account and the Interest Reserve FundAccount, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt certain insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) certain rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (xix) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment 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 distinction and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with to the best of its terms and ability to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; , and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 Notes, and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on the Closing DateTrustee, 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 and subject to any Permitted Liens with respect thereto, a continuing security interest in and lien on all of the Issuer’s its right, title and interest (exclusive in and to 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 the amountcredit rights, if anysoftware, allocable supporting obligations, accessions, and other property consisting of, arising out of, or related to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall Loans and all Related Property included or to be listed included from time to time in the List of Contracts)Loan Assets, whether now existing or hereafter arising or acquired; (ii) all payments of principal and interest under Collections on the Contracts Loans received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) the security interests in Related Property securing the MotorcyclesLoans; (iv) the Loan Files relating to the Loans; (v) an assignment of all amounts on deposit in 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 Note Distribution Reserve Account, the Lockbox Account and the Reserve FundDistribution Account, including all Eligible 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 and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuertherein; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed rights under such Contractsthe Transaction Documents; (ix) all proceeds from the items described above; and (x) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; foregoing and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as foregoing; provided that all right, title and interest of the Issuer in and to each such defined term is defined in Section 1.01) 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 Grant by the Issuer (collectively, 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 and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under 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 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 of this Indenture and agrees to perform its duties required under in this Indenture in accordance with to the best of its terms and ability to the terms end that the interests of the other Transaction Documents to which it is a partyNoteholders may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Initial Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts and Subsequent List of Contracts); (ii) certain monies due under the Initial Contracts and Subsequent Contracts on and after the Initial Cutoff Date and Subsequent Cutoff Date, respectively, including, without limitation, all payments of principal and interest under the Contracts 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 received on or due prior to the Initial Cutoff Date or Subsequent Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund, the Pre-Funding Account and the Interest Reserve FundAccount, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt certain insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) certain rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 for the subordination of the Class B Notes provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after July 1, 2012; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums Credit and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes in this Indenture and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 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 of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Initial Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts and Subsequent List of Contracts); (ii) certain monies due under the Initial Contracts and Subsequent Contracts after the Initial Cutoff Date and Subsequent Cutoff Date, respectively, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received 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 received due on or prior to the Initial Cutoff Date or Subsequent Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund, the Pre-Funding Account and the Interest Reserve FundAccount, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual certain insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 for the subordination of the Class B Notes and Class C Notes provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) certain monies due under the Contracts after the Cutoff Date, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received due on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual certain insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts, and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after May 1, 2015; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums Credit and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes in this Indenture and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 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 of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after July 1, 2013; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums Credit and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes in this Indenture and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 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 of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Initial Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts and Subsequent List of Contracts); (ii) certain monies due under the Initial Contracts and Subsequent Contracts after the Initial Cutoff Date and Subsequent Cutoff Date, respectively, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received 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 received due on or prior to the Initial Cutoff Date or Subsequent Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund, the Pre-Funding Account and the Interest Reserve FundAccount, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt certain insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 for the subordination of the Class B Notes provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture 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, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and as Indenture Trustee for the benefit of the Holders of the Notes, without recourseNotes and Certificates, all of the Issuer’s 's right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to in and underto: (i) all right, title and interest of the Contracts secured Issuer in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Motorcycles (which Contracts shall be listed in Seller pursuant to Section 3.02 or 9.01 or the List purchase of Contracts)Receivables by the Servicer pursuant to Section 4.07 or 9.01) on or after the Cutoff Date; (ii) all payments the interest of principal and interest under the Contracts received after Issuer in the Cutoff Date and all other proceeds received on or security interests in respect of such Contracts (other than payments of principal and interest received on or prior the Financed Vehicles granted by the Obligors pursuant to the Cutoff Date)Receivables and any accessions thereto; (iii) security interests the interest of the Issuer in any proceeds of any physical damage insurance policies covering Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit the interest of the Issuer in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefromany Dealer Recourse; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect the interest of individual Motorcycles or obligors the Issuer under the ContractsReceivables Purchase Agreement [, the Collateral Security Agreement] [, the Yield Maintenance Agreement] and the Sale and Servicing Agreement; (vi) the Sale right of the Issuer to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and Servicing Agreement and have been repossessed by or on behalf of the Transfer and Sale AgreementIssuer, the Servicer, the Depositor or the Owner Trustee; (vii) all other assets comprising the protective security interest in certain of the above-described property granted by the Owner Trust Depositor in favor of the IssuerEstate; and (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of action and choses chooses in action in respect of any or all of the foregoing; foregoing and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes 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, and subject to the subordinate claims thereon of the Holders of the Certificates, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the NotesNotes and for the benefit of the Certificateholders, acknowledges such Grant, accepts the trust trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with to the best of its terms ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected and the terms rights of the other Transaction Documents to which it is a partyCertificateholders secured.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, 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 (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after February 1, 2007; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoingCredit; and (xix) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust trusts under this Indenture in accordance with the provisions xxxxxsions of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) certain monies due under the Contracts after the Cutoff Date, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received due on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account Account, the Reserve Fund and the Reserve FundYield Supplement Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual certain insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts, (x) all rights of the Issuer under the Interest Rate Swap Agreement, and (xxi) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and amounts payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, equally and ratably without prejudice, priority or distinction, except as expressly for the subordination of the Class B Notes and Class C Notes provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the NotesNotes and the Swap Counterparty, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after May 1, 2014; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums Credit and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes in this Indenture and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 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 of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on the Closing DateTrustee, on behalf of and for the benefit of the Holders Noteholders and the Hedge Counterparty, and to secure the repayment of the Notes, without recourseObligations, all of the Issuer’s right, title and interest (exclusive of the amountinterest, if anywhether now owned or hereafter acquired, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (ia) the Contracts secured by Contract Payments, (b) the Motorcycles Subject Equipment (which Contracts shall be listed subject to the rights of the NMCI Contract Obligor in and to the List Subject Equipment and the use thereof under the terms of Contractsthe NMCI Contract, including the option of the NMCI Contract Obligor to acquire the Subject Equipment or any part thereof set forth in Section 1.2.2 of the NMCI Contract); , (iic) all payments recoveries and proceeds of principal and interest claims under the Contracts received after the Cutoff Date insurance policies related to and all money, instruments, investment property and other proceeds received on property distributed or distributable in respect of such Contracts (other than payments together with all earnings, dividends, distributions (for the avoidance of principal doubt, which does not include distributions made under Section 8.4(b) of this Indenture), income, issues, and interest received on or prior profits relating to) the Contract Payments and the Subject Equipment pursuant to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment terms of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreementthis Indenture; (viid) all Permitted Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to or related to the protective Operations Account (including any subaccounts of any such account), and in all interest, dividends, earnings, income and other distributions from time to time received, receivable or otherwise distributed or distributable thereto or in respect thereof (including any accrued discount realized on liquidation of any investment purchased at a discount); (e) all rights, remedies, powers, privileges and claims of the Issuer under or with respect to any Hedge Agreement, the Trust Agreement, the Administration Agreement, the Contract Payments Assignment and the Sale and Servicing Agreement (whether arising pursuant to the terms of the Sale and Servicing Agreement, the Contract Payments Assignment, any Hedge Agreement, the Trust Agreement, the Administration Agreement or otherwise available to the Issuer at law or in equity), including the rights of the Issuer to enforce the Sale and Servicing Agreement, the Contract Payments Assignment, the Administration Agreement and each Hedge Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Sale and Servicing Agreement, the Contract Payments Assignment, the Trust Agreement, the Administration Agreement and each Hedge Agreement to the same extent as the Issuer could but for the assignment and security interest in certain granted to the Indenture Trustee for the benefit of the above-described Noteholders; (f) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the foregoing; (g) all other property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ixh) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; foregoing and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds proceeds, products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash of or other liquid property, all cash and non-cash 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 consisting of, arising from or relating to all or any part of or are included in the proceeds of any of the foregoing; and (i) any proceeds of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 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 on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date Date, as applicable, and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund [, the Swap Collateral Account and the Reserve FundSwap Termination Payment Account], including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes[, and amounts payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement], 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 the Interest Rate Swap Agreement] and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the NotesNotes [and the Swap Counterparty], acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) certain monies due under the Contracts after the Cutoff Date, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received due on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual certain insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts, (x) all rights of the Issuer under the Interest Rate Swap Agreement, and (xxi) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and amounts payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, equally and ratably without prejudice, priority or distinction, except as expressly for the subordination of the Class B Notes and Class C Notes provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the NotesNotes and the Swap Counterparty, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, 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 (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after March 1, 2006; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoingCredit; and (xix) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after February 1, 2014; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums Credit and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes in this Indenture and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 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 of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, 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 (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after June 1, 2004; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer under the Sale and Servicing Agreement, including, but not limited to, the representations and warranties set forth in Sections 2.03 and 5.01therein; (viii) rebates any Servicer Letter of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoingCredit; and (xix) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) certain monies due under the Contracts after the Cutoff Date, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received due on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts, and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Initial Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts and Subsequent List of Contracts); (ii) certain monies due under the Initial Contracts and Subsequent Contracts after the Initial Cutoff Date and Subsequent Cutoff Date, respectively, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received 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 received due on or prior to the Initial Cutoff Date or Subsequent Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund, the Pre-Funding Account and the Interest Reserve FundAccount, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt certain insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 for the subordination of the Class B Notes provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after February 1, 2010; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such ContractsCredit; (ix) all present and future claims, demands, causes of and choses in action in respect of any Cap Agreement entered into with one or all more Cap Counterparties pursuant to Section 1.02(xxxiii) of the foregoing; Administration Agreement and any related collateral and collateral accounts (including, but not limited to, the Cap Collateral and the Cap Agreement Collateral Account described in Section 8.02(c) hereof) and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes in this Indenture and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 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 of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, 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 (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after December 1, 2003; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer under the Sale and Servicing Agreement, including, but not limited to, the representations and warranties set forth in Sections 2.03 and 5.01therein; (viii) rebates any Servicer Letter of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoingCredit; and (xix) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on the Closing DateTrustee, 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 and subject to any Permitted Liens with respect thereto, a continuing security interest in and lien on all of the Issuer’s its right, title and interest (exclusive in and to 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 the amountcredit rights, if anysoftware, allocable supporting obligations, accessions, and other property consisting of, arising out of, or related to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall Loans and all Related Property included or to be listed included from time to time in the List of Contracts)Loan Assets, whether now existing or hereafter arising or acquired; (ii) all payments of principal and interest under Collections on the Contracts Loans received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) the security interests in Related Property securing the MotorcyclesLoans; (iv) the Loan Files relating to the Loans; (v) an assignment of all amounts on deposit in 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 Note Distribution Reserve Account, the Lockbox Account, the Reinvestment Account and the Reserve FundDistribution Account, including all Eligible 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 and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuertherein; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed rights under such Contractsthe Transaction Documents; (ix) all proceeds from the items described above; and (x) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; foregoing and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as foregoing; provided that all right, title and interest of the Issuer in and to each such defined term is defined in Section 1.01) 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 Grant by the Issuer (collectively, 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 and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under 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 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 of this Indenture and agrees to perform its duties required under in this Indenture in accordance with to the best of its terms and ability to the terms end that the interests of the other Transaction Documents to which it is a partyNoteholders may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Initial Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts and Subsequent List of Contracts); (ii) certain monies due under the Initial Contracts and Subsequent Contracts after the Initial Cutoff Date and Subsequent Cutoff Date, respectively, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received 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 received due on or prior to the Initial Cutoff Date or Subsequent Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund, the Pre-Funding Account and the Interest Reserve FundAccount, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual certain insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts, (x) all rights of the Issuer under the Interest Rate Swap Agreement, and (xxi) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and amounts payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement, equally and ratably without prejudice, priority or distinction, except as expressly for the subordination of the Class B Notes, Class C Notes and Class D Notes provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the NotesNotes and the Swap Counterparty, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) certain monies due under the Contracts after the Cutoff Date, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received due on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual certain insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 for the subordination of the Class B Notes provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture 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 Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Initial Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts and Subsequent List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Initial Cutoff Date or Subsequent Cutoff Date, as applicable, and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund, the Pre-Funding Account, the Interest Reserve Account[, the Swap Collateral Account and the Reserve FundSwap Termination Payment Account], including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts, [(x) the Interest Rate Swap Agreement, and] (xi) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes[, and amounts payable by the Issuer to the Swap Counterparty under the Interest Rate Swap Agreement], 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 the Interest Rate Swap Agreement] and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the NotesNotes [and the Swap Counterparty], acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grantsgrants, transfers, assigns and otherwise conveys to the Indenture Trustee on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) certain monies due under the Contracts after the Cutoff Date, including, without limitation, all payments of principal and interest under the Contracts with respect to any Motorcycles to which a Contract relates received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received due on or prior to the Cutoff Date); (iii) security interests in the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under any theft, physical damage, credit life, disability or other individual insurance policies, protection products, debt certain insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vi) its rights under the Sale and Servicing Agreement and the Transfer and Sale Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; (ix) all rights to certain rebates of premiums and other amounts relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment 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 for the subordination of the Class B Notes provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required under in this Indenture in accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Trustee on at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: under (i) the Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts)Receivables and all monies due thereon and received thereon on and after January 1, 2013; (ii) all payments of principal and interest under the Contracts received after security interests in the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior to the Cutoff Date)Financed Vehicles; (iii) security interests any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the MotorcyclesReceivables or the Obligors; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment any proceeds of funds therein and all proceeds therefromDealer Recourse; (v) proceeds from claims under the right to realize upon any theft, physical damage, credit life, disability property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect on behalf of individual Motorcycles or obligors under the ContractsIssuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Sale and Servicing Agreement Accounts, including the Reserve Fund Initial Deposit and the Transfer Yield Supplement Account Deposit and Sale Agreementin all investment income and proceeds thereof; (vii) the protective security interest in certain rights of the above-described property granted by Seller under the Trust Depositor Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in favor Sections 2.02 and 2.03 therein and the rights of the IssuerIssuer 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; (viii) rebates any Servicer Letter of premiums Credit and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ix) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash 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 (as each such defined term is defined in Section 1.01) 1.01 (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes in this Indenture and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 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 of this Indenture and agrees to perform its duties as required under in this Indenture in accordance with its terms and to the terms end that the interests of the other Transaction Documents to which it is a partyHolders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Bond Issuer hereby Grants, transfers, assigns and otherwise conveys Grants to the Indenture Bond Trustee on at the Closing Issuance Date, on behalf of and as Bond Trustee for the benefit of the Holders of the Notes, without recourseBonds and the Bond Trustee, all of the Bond Issuer’s right, title and interest in and to (exclusive a) the Phase-In-Recovery Property (created by Sections 4928.232, 4928.234 and 4928.2312 of the amount, if any, allocable to any rebatable insurance premium financed by any ContractStatute and paragraph VI.A(6) in, to and under: (iof the Financing Order) the Contracts secured transferred by the Motorcycles (which Contracts shall be listed in the List of Contracts); (ii) all payments of principal and interest under the Contracts received after the Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest received on or prior Seller to the Cutoff Date); (iii) security interests in Bond Issuer pursuant to the Motorcycles; (iv) all amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein Sale Agreement and all proceeds therefrom; thereof, (vb) proceeds from claims under any theftthe Statutory Lien, physical damage, credit life, disability or other individual insurance policies, protection products, debt insurance policies or debt cancellation agreements in respect of individual Motorcycles or obligors under the Contracts; (vic) the Sale and Servicing Agreement and the Transfer and Sale Agreement; , (viid) the protective Servicing Agreement, (e) the Administration Agreement, (f) the Collection Account (including all subaccounts thereof) and all amounts or investment property on deposit therein or credited thereto from time to time, (g) all other property of whatever kind owned from time to time by the Bond Issuer, including accounts, general intangibles, equipment, deposit accounts, securities accounts and inventory, (h) the security interest in certain of with respect to the abovePhase-described property In-Recovery Property granted by the Trust Depositor Seller to the Bond Issuer in favor of the Issuer; Sale Agreement, (viii) rebates of premiums and other amounts, if any, relating to insurance policies, debt cancellation agreements, extended service contracts or other repair agreements and other items financed under such Contracts; (ixi) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing; foregoing and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversionconversion thereof, voluntary or involuntary, into cash of or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, securities accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (as each such defined term is defined in Section 1.01j) all proceeds of the foregoing (collectively, the “Collateral”; it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated in the terms hereof, including net investment earnings on the Capital Subaccount that are required to be released to the Bond Issuer pursuant to Article VIII and (ii) proceeds from the sale of the Bonds required to pay the purchase price of the Phase-In-Recovery Property paid pursuant to the Sale Agreement and the costs of issuance with respect to the Bonds or an allocable portion of the Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not be subject to Section 3.19. The foregoing Grant is Grants are made to the Bond Trustee in trust to secure the payment of principal of and of, interest on, and any all other amounts (which shall include all amounts payable to the Bond Trustee under this Bond Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents) owing in respect of, the NotesBonds, including all amounts payable to the Bond Trustee, the Certificate Trustee and the Delaware Trustee under this Bond Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents, equally and ratably without prejudice, priority or distinction, except as expressly provided herein with respect to distinctions among Classes of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Documentin this Bond Indenture, and to secure compliance with the provisions of this IndentureBond Indenture with respect to the Bonds, all as provided in this IndentureBond Indenture (collectively, the “Secured Obligations”). This Bond Indenture constitutes a security agreement within the meaning of the UCC or the Statute to the extent that, under Ohio law, the provisions of the UCC or the Statute are applicable hereto. The Indenture Trustee Bond Trustee, as trustee on behalf of the Holders of the NotesBonds and as agent for itself, acknowledges such GrantGrants, accepts the trust under this Indenture trusts hereunder in accordance with the provisions of this Indenture hereof and agrees to perform its duties specifically required under this Indenture in accordance with its terms herein. AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all Bonds are to be issued, countersigned and delivered and that all of the Collateral is to be held and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth, and the terms Bond Issuer, for itself and any successor, does hereby covenant and agree to and with the Bond Trustee and its successors in said trust, for the benefit of the other Transaction Documents to which it is a party.Holders and the Bond Trustee, as follows: