Common use of GRANTING CLAUSES Clause in Contracts

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, To provide for the benefit and security distribution of the Holders principal of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes Certificates in accordance with their terms, (ii) all of the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer distributable under the Collateral Administration Pooling and Servicing Agreement with respect to the Certificates and (iv) compliance with the provisions performance of the covenants contained in this IndenturePooling and Servicing Agreement, OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in each case trust and as provided in this Indenture Pooling and Servicing Agreement, without recourse and for the exclusive benefit of the Holders of the Certificates, all of OMI's right, title and interest in and to, and any and all benefits accruing to OMI from, (collectivelya) the Contracts listed in Schedule IA hereto and the Mortgage Loans (together with the Contracts, the Secured Obligations). The foregoing Grant shall"Assets") listed in Schedule IB hereto, together with the related Asset Documents, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Assets after the applicable Cut-off Date, including such scheduled payments received by OMI or OAC on or prior to the applicable Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, ▇▇▇▇▇▇▇▇▇▇ Prices and other unscheduled collections received on the Assets on and after the applicable Cut-off Date; (b) the security interests in the Manufactured Homes, Mortgaged Properties and Real Properties granted by the Obligors pursuant to the related Assets; (c) all funds, other than investment earnings, relating to the Assets on deposit in the Certificate Account or in the Distribution Account for the purpose Certificates and all proceeds thereof, whether in the form of determining cash, instruments, securities or other properties; (d) any and all rights, privileges and benefits accruing to OMI under the property subject Sales Agreement with respect to the lien of this IndentureAssets (provided that OMI shall retain its rights to indemnification from the Seller under such Sales Agreement, be deemed but also hereby conveys its rights to include any interests in any securities and any investments granted such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreement; and (e) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or on behalf FHA Insurance, or any other insurance policy relating to any of the IssuerAssets, whether cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or not such securities part or investments satisfy the Asset Eligibility Criteria or other criteria set forth are included in the definitions proceeds of Portfolio Asset or Eligible Investments, any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (e) above shall be collectively referred to herein as the case may be"Trust Estate"). The Trustee acknowledges such Grantthe foregoing, accepts the trusts hereunder in accordance with the provisions hereof, hereof and the Standard Terms and agrees to perform the duties herein in accordance with or therein required to the terms hereofbest of its ability to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, To provide for the benefit and security distribution of the Holders principal of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes Certificates in accordance with their terms, (ii) all of the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer distributable under the Collateral Administration Pooling and Servicing Agreement with respect to the Certificates and (iv) compliance with the provisions performance of the covenants contained in this IndenturePooling and Servicing Agreement, the Company hereby bargains, sells, conveys, assigns and transfers to the Trust, in each case trust and as provided in this Indenture Pooling and Servicing Agreement, without recourse and for the exclusive benefit of the Holders of the Certificates, all of the Company's right, title and interest in and to, and any and all benefits accruing to the Company from, (collectivelya) the Contracts and Mortgage Loans (together, the Secured Obligations). The foregoing Grant shall"Assets") listed in Schedule I hereto, together with the related Contract Documents and Mortgage Loan Documents, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Assets on and after the Cut-off Date, including such scheduled payments received by the Company or Seller prior to the Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other unscheduled collections received on the Assets on and after the Cut-off Date; (b) the security interests in the Manufactured Homes and Mortgaged Properties granted by the Obligors pursuant to the related Assets; (c) all funds, other than investment earnings, relating to the Assets on deposit in the Certificate Account or the Distribution Account for the purpose Certificates and all proceeds thereof, whether in the form of determining the property subject cash, instruments, securities or other properties; (d) any and all rights, privileges and benefits accruing to the lien of this IndentureCompany under the Sales Agreement with respect to the Assets (provided that the Company shall retain its rights to indemnification from the Seller under such Sales Agreement, be deemed but also hereby conveys its rights to include any interests in any securities and any investments granted such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreement; and (e) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or on behalf FHA Insurance, or any other insurance policy relating to any of the IssuerAssets, whether cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or not such securities part or investments satisfy the Asset Eligibility Criteria or other criteria set forth are included in the definitions proceeds of Portfolio Asset or Eligible Investments, any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (e) above shall be collectively referred to herein as the case may be"Trust Estate"). The Trustee acknowledges such Grantthe foregoing, accepts the trusts hereunder in accordance with the provisions hereof, hereof and the Standard Terms and agrees to perform perform, subject to the Standard Terms, the duties herein in accordance with or therein required to the terms hereofbest of its ability to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to To secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on owing under the Notes (the "NOTES DEBT") and the performance and observance of all covenants and conditions contained in accordance this Deed of Trust, the Notes Indenture and any other documents and instruments now or hereafter executed by Grantor to evidence, secure or guarantee the payment of all or any portion of the Notes Debt under the Notes Indenture or this Deed of Trust, and any and all renewals, extensions, amendments and replacements of this Deed of Trust, the Notes Indenture and any such other documents and instruments (the Notes, the Notes Indenture, this Deed of Trust and any other documents and instruments now or hereafter executed and delivered in connection with their termsthe Notes, the Notes Indenture and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes referred to collectively as the "NOTES INSTRUMENTS"), and (ii) the payment of amounts owing under the Bond Loan Agreement and the performance and observance of all covenants and conditions contained in this Deed of Trust, the Bond Loan Agreement and any other sums payable under this Indenturedocuments and instruments now or hereafter executed by Grantor to evidence, (iii) secure or guarantee the payment of amounts owing by all or any portion of the Issuer Bond Loan under the Collateral Administration Bond Loan Agreement or this Deed of Trust, and any and all renewals, extensions, amendments and replacements of this Deed of Trust, the Bond Loan Agreement and any such other documents and instruments (iv) compliance the Bond Loan Agreement, this Deed of Trust and any other documents and instruments now or hereafter executed and delivered in connection with the provisions Bond Loan, the Bond Loan Agreement and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes referred to collectively as the "BOND INSTRUMENTS"; the Notes Instruments and the Bond Instruments are hereinafter sometimes collectively referred to as the "DEBT INSTRUMENTS") (the Notes Debt, Bond Loan and all other liabilities secured hereby being hereinafter sometimes collectively referred to as "BORROWER'S LIABILITIES"), and in consideration of this Indenturethe indebtedness and trusts hereinafter set forth and of the sum of $10, Grantor does hereby assign, grant and convey unto Trustee, in each case as provided in this Indenture (collectivelytrust with the power of sale, the Secured Obligations). The foregoing Grant shallfollowing described property and, for with respect to that portion of the purpose of determining the following described property which is personal property, unto Trustee and Beneficiaries, subject to the lien of this Indenture, be deemed to include any interests in any securities terms and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.conditions herein:

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Collateral Manager, the Trustee and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existingexisting on the Closing Date, or hereafter thereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (including, as of the Closing Date, all Collateral Obligations listed in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Participation Interests and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to Collateral Obligations acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU/UK Retention Letter, the Account Control Agreement, the Collateral Administration Agreement, each Placement the Fiscal Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security AgreementLoan Sale Agreements, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) ); and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”); provided that such grant shall not include the Preferred Shares Payment Account and any funds deposited in or credited to such account (the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Notes and any other Note Secured Notes by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement and the Loan Sale Agreements and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Trustee acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer Debtor, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby Grants acknowledged, by these presents does hereby create a security interest in, mortgage, grant, bargain, sell, assign, pledge, give, transfer, set over and convey unto Mortgagee and to the Trusteeits successors and assigns WITH POWER OF SALE, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth belowMortgagee, all of its Debtor's estate, right, title and interest in, to and underunder any and all of the following property (the "Mortgaged Property"), subject only to Permitted Exceptions: Premises, Rents and Derivative Interests The Premises; all rents, issues, profits, royalties, income and other benefits derived from the Premises (collectively the "Rents"); all estate, right, title and interest of Debtor in each caseand to all leases or subleases covering the Premises or any portion thereof now or hereafter existing or entered into, whether now including, without limitation, all cash or security deposits, advance rentals and deposits or payments of similar nature; all right, title and interest of Debtor in and to all options to purchase or lease the Premises or any portion thereof or interest therein, and any greater estate in the Premises owned or existinghereafter acquired; all interests, estate or other claims, both in law and in equity, which Debtor now has or may hereafter acquired acquire in the Premises; all easements, rights-of-way and rights used in connection therewith or arising, (a) the Portfolio Assets as a means of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect access thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or baileetenements, including the Custodian) in the future pursuant to the terms hereof hereditaments and all payments thereon or with respect appurtenances thereof and thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from water rights and shares of stock evidencing the investment same; all right, title and interest of funds therein Debtor, now owned or hereafter acquired, in and all other property standing to any land lying within the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letterright-of-credit rights and other supporting obligations relating to way of any street, open or proposed, adjoining the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Premises and any other Note by reason and all sidewalks, alleys and strips and gores of difference land adjacent to or used in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance connection with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.Premises;

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee Collateral Manager, the Trustee, the Administrator and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existingexisting on the Closing Date, or hereafter thereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Participation Interests and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to Collateral Obligations acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU Retention Letter, the Account Control Agreement, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription the Administration Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Fiscal Agency Agreement and the Side Letter Security AgreementLoan Sale Agreements, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) ); and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”); provided that such grants shall not include (i) the U.S.$250 transaction fee paid to the Issuer in consideration of the issuance of the Securities, (ii) the proceeds of the issuance and allotment of the Issuer’s ordinary shares, (iii) the membership interests of the Co-Issuer, (iv) any account in the Cayman Islands or elsewhere maintained in respect of the funds referred to in items (i) and (ii), together with any interest thereon and (v) the Preferred Shares Payment Account and any funds deposited in or credited to such account (the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement and the Loan Sale Agreements and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, To provide for the benefit and security distribution of the Holders principal of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes Certificates in accordance with their terms, (ii) all of the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer distributable under the Collateral Administration Pooling and Servicing Agreement with respect to the Certificates and (iv) compliance with the provisions performance of the covenants contained in this IndenturePooling and Servicing Agreement, OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in each case trust and as provided in this Indenture Pooling and Servicing Agreement, without recourse and for the exclusive benefit of the Holders of the Certificates, all of OMI's right, title and interest in and to, and any and all benefits accruing to OMI from, (collectivelya) the Contracts listed in Schedule IA and Schedule IIA hereto and the Mortgage Loans (together with the Contracts, the Secured Obligations"Assets") listed in Schedule IB and Schedule IIB hereto, (Schedule IA and Schedule IB shall be collectively referred to herein as "Schedule I", and Schedule IIA and Schedule IIB shall be collectively referred to herein as "Schedule II"). The foregoing Grant shall, including the Subsequent Assets transferred to the trust from time to time, together with the related Asset Documents, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Assets after the applicable Cut-off Date, including such scheduled payments received by OMI or Oakwood Capital Corp. ("OCC") on or prior to the applicable Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other unscheduled collections received on the Assets on and after the applicable Cut-off Date; (b) the security interests in the Manufactured Homes, Mortgaged Properties and Real Properties granted by the Obligors pursuant to the related Assets; (c) all funds, other than investment earnings, relating to the Pre-Funding Account, to the Assets on deposit in the Capitalized Interest Account, the Certificate Account or in the Distribution Account for the purpose Certificates and all proceeds thereof, whether in the form of determining cash, instruments, securities or other properties; (d) any and all rights, privileges and benefits accruing to OMI under the property subject Sales Agreement and the Servicer's Representations and Warranties Agreement with respect to the lien of this IndentureAssets (provided that OMI shall retain its rights to indemnification from the Seller under such Sales Agreement and the Servicer's Representations and Warranties Agreement, be deemed but also hereby conveys its rights to include any interests in any securities and any investments granted such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreement; and (e) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or on behalf FHA Insurance, or any other insurance policy relating to any of the IssuerAssets, whether cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or not such securities part or investments satisfy the Asset Eligibility Criteria or other criteria set forth are included in the definitions proceeds of Portfolio Asset or Eligible Investments, any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (e) above shall be collectively referred to herein as the case may be"Trust Estate"). The Trustee acknowledges such Grantthe foregoing, accepts the trusts hereunder in accordance with the provisions hereof, hereof and the Standard Terms and agrees to perform the duties herein in accordance with or therein required to the terms hereofbest of its ability to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer hereby Grants to the TrusteeIndenture Trustee at the Closing Date, as trustee for the benefit and security of the Holders Noteholders (as their interests appear herein) all of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its Issuer's right, title and interest in, in and to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as Collateral Obligations; (b) the Swap Agreement; (c) all Eligible Investments acquired by the Issuer; (d) the Collection Account, the Collateral Account and all funds from time to time on deposit therein; and (e) all payment and future claims, demands, causes and chooses in action in respect of any or all of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith foregoing and all payments thereon on or with respect thereto, under and all Portfolio Assets which are Delivered to proceeds of every kind and nature whatsoever in respect of any or all of the Trustee (directly or through an intermediary or baileeforegoing, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each proceeds of the Accounts (excluding any Class A-R Prepayment Account)conversion, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)voluntary or involuntary, and into cash or other liquid property, all income from the investment of funds therein and all other property standing to the credit of each such Accountcash proceeds, (c) the Collateral Management Agreement as set forth in Article 15 hereofaccounts receivable, the Collateral Administration Agreementnotes, each Placement Agency Agreementdrafts, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accountsacceptances, chattel paper, Deposit Accountschecks, general intangiblesdeposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and investment property, and other property which at any time constitute all letter-of-credit rights and other supporting obligations relating to or part of or are included in the proceeds of any of the foregoing (in each case as defined in collectively, the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the "Collateral"). The above foregoing Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes payment of principal of and certain interest on, and any other amounts payable by the Issuer as described herein. Except as set forth owing in the Priority of Payments and Article 13 of this Indenturerespect of, the Notes are secured by the Grant Notes, equally and ratably without prejudice, priority or distinction between any Note distinction, and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) secure compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)Indenture. The foregoing Grant shallIndenture Trustee, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or as trustee on behalf of the IssuerNoteholders and (only to the extent expressly provided herein) the Certificateholders, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, Grant and accepts the trusts hereunder under this Indenture in accordance with the provisions hereofof this Indenture. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as collateral agent for the Swap Counterparty (as its interests appear herein) all of the Issuer's right, title and agrees interest in and to perform (a) the duties herein Collateral Obligations; (b) the Swap Agreement; (c) any Eligible Investments acquired by the Issuer; (d) the Collection Account, the Collateral Account and all funds from time to time on deposit therein; and (e) all payment and future claims, demands, causes and chooses in accordance with action in respect of any or all of the terms hereofforegoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, 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. The foregoing Grant is made to secure the payment of all amounts due by the Issuer under the Swap Agreement, but is subject to the priority of payments set forth herein.

GRANTING CLAUSES. The Issuer hereby Grants All Pledged Lessor Bonds (as hereinafter defined) as shall be actually pledged and assigned by the Company to the TrusteeTrustee pursuant to the Series Supplemental Indentures or other supplemental indentures to be executed and delivered as provided in this Indenture, together with the interest of the Company, if any, in the Lease Indentures (as hereinafter defined) securing said Pledged Lessor Bonds; and Any property, including cash, that may, from time to time, hereafter be subjected to the lien and/or pledge hereof by the Company or which, pursuant to any provision of this Indenture or any Series Supplemental Indenture or other supplemental indentures to be executed and delivered as provided in this Indenture, may become subjected to the lien and/or pledge hereof; and the Trustee is hereby authorized to receive the same at any time as additional security hereunder; such subjection to the lien hereof of any such property as additional security may be made subject to any reservations, limitations or conditions which shall be set forth in a written instrument executed by the Company and/or by the Trustee respecting the scope or priority of such lien and/or pledge or the use and disposition of such property or the proceeds thereof; To Have and to Hold the Pledged Property unto the Trustee and its successors and assigns forever subject to the terms of this Indenture, including, without limitation, Section 12.01; But In Trust, Nevertheless, for the equal and proportionate benefit and security of the Holders holders from time to time of all the Notes, the Trustee Securities authenticated and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit delivered hereunder and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable issued by the Issuer as described herein. Except as set forth in the Priority Company and outstanding, without any priority of Payments any one Security over any other; And Upon The Trusts and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities covenants and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria conditions hereinafter set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may beforth. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.ARTICLE ONE

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, To provide for the benefit and security distribution of the Holders principal of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes Certificates in accordance with their terms, (ii) all of the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer distributable under the Collateral Administration Pooling and Servicing Agreement with respect to the Certificates and (iv) compliance with the provisions performance of the covenants contained in this IndenturePooling and Servicing Agreement, OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in each case trust and as provided in this Indenture Pooling and Servicing Agreement, without recourse and for the exclusive benefit of the Holders of the Certificates, all of OMI's right, title and interest in and to, and any and all benefits accruing to OMI from, (collectivelya) the Contracts listed in Schedule IA hereto and the Mortgage Loans (together with the Contracts, the Secured Obligations"Assets") listed in Schedule IB hereto (Schedule IA and Schedule IB shall be collectively referred to herein as "Schedule I"). The foregoing Grant shall, together with the related Asset Documents, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Assets after the Cut-off Date, including such scheduled payments received by OMI or OAC on or prior to the Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other unscheduled collections received on the Assets on and after the Cut-off Date; (b) the security interests in the Manufactured Homes, Mortgaged Properties and Real Properties granted by the Obligors pursuant to the related Assets; (c) all funds, other than investment earnings, relating to the Assets on deposit in the Certificate Account or the Distribution Account for the purpose Certificates and all proceeds thereof, whether in the form of determining cash, instruments, securities or other properties; (d) any and all rights, privileges and benefits accruing to OMI under the property subject Sales Agreement with respect to the lien of this IndentureAssets (provided that OMI shall retain its rights to indemnification from the Seller under such Sales Agreement, be deemed but also hereby conveys its rights to include any interests in any securities and any investments granted such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreement; and (e) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or on behalf FHA Insurance, or any other insurance policy relating to any of the IssuerAssets, whether cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or not such securities part or investments satisfy the Asset Eligibility Criteria or other criteria set forth are included in the definitions proceeds of Portfolio Asset or Eligible Investments, any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (e) above shall be collectively referred to herein as the case may be"Trust Estate"). The Trustee acknowledges such Grantthe foregoing, accepts the trusts hereunder in accordance with the provisions hereof, hereof and the Standard Terms and agrees to perform the duties herein in accordance with or therein required to the terms hereofbest of its ability to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer hereby Grants to the Collateral Trustee, for the benefit and security of the Holders of the NotesSecured Debt, the Trustee Collateral Trustee, the Loan Agent, the Bank in all of its capacities, U.S. Bank National Association, the Collateral Manager and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arisingarising any and all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights, documents, goods and supporting obligations and other assets in which the Issuer has an interest and specifically including: (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date which the Issuer causes Date, in Schedule 1 to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodianthis Indenture) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Issuer’s rights under the Collateral Management Agreement as set forth in Article 15 XV hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Securities Account Control Agreement, the Master Participation and Assignment Loan Sale Agreement and the Side Letter Security Collateral Administration Agreement, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities and Workout Loans acquired by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and payment intangibles, instruments, investment property, and all letter-of-credit rights rights, securities, money, documents, goods, commercial tort claims and securities entitlements, and other supporting obligations relating to the foregoing (in each case as such terms are defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations, Equity Securities or Eligible Investments) ), and (h) all proceeds (as defined in the UCC) with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Debt, the Issuer’s other obligations to the Secured Parties under this Indenture, the other Transaction Documents, and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Debt and any other Note Secured Debt by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.,

GRANTING CLAUSES. The Issuer For good and valuable consideration, the receipt and sufficiency of which are hereby Grants acknowledged, Grantor agrees that to secure: (a) the repayment of principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans (as they may be evidenced by the Notes from time to time) and all other obligations (including the Reimbursement Obligations) and liabilities of Grantor to Beneficiary, the Issuing Lender and the Lenders, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise under, out of, or in connection with, the Senior Secured Credit Agreement, the Loans, the Letters of Credit, the Security Documents, any Guarantee Obligation of Grantor as to which any Lender is a beneficiary, any Permitted Hedging Arrangement with any Lender or any banking affiliate of any Lender (whether entered into directly, or guaranteed, by Grantor), the Guarantee and Collateral Agreement dated as of February 10, 1997 between Grantor, Holdings and Beneficiary (the "GUARANTEE") or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees, charges and disbursements of counsel to the TrusteeAdministrative Agent, for the benefit Issuing Lender or any Lender that are required to be paid by any Loan Party pursuant to the Senior Secured Credit Agreement) (the items set forth above being referred to collectively as the "INDEBTEDNESS"); and (b) the performance of all covenants, agreements, obligations and security liabilities of Grantor (the "OBLIGATIONS") under or pursuant to the provisions of the Holders Senior Secured Credit Agreement, the Loans, this Deed of Trust, the Guarantee, any other document securing payment of the NotesIndebtedness (the "SECURITY DOCUMENTS") and any amendments, the Trustee and the Collateral Administrator (collectivelysupplements, the Secured Parties) (orextensions, where particular Secured Parties are specified as the beneficiaries renewals, restatements, replacements or modifications of such Grant with respect to items of personal property identified in any of the sub-clauses belowforegoing (the Senior Secured Credit Agreement, for the benefit Loans, the Letters of Credit, this Deed of Trust, the Guarantee and security all other documents and instruments from time to time evidencing, securing or guaranteeing the payment of such Secured Parties only)the Indebtedness or the performance of the Obligations, except as expressly set forth belowany of the same may be GRANTOR HEREBY CONVEYS TO TRUSTEE AND HEREBY GRANTS, SELLS, BARGAINS, CONFIRMS, ASSIGNS, TRANSFERS AND SETS OVER TO TRUSTEE, WITH POWER OF SALE FOR THE USE AND BENEFIT OF BENEFICIARY, AND GRANTS BENEFICIARY, INSOFAR AS ANY PROPERTY CONSTITUTES PERSONAL PROPERTY, A SECURITY INTEREST IN: (A) the Real Estate; (B) all the estate, right, title, claim or demand whatsoever of its Grantor, in possession or expectancy, in and to the Real Estate or any part thereof; (C) all right, title and interest of Grantor in, to and underunder all easements, rights of way, gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and riparian rights, development rights, air rights, mineral rights and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Real Estate to the center line thereof; (D) all right, title and interest of Grantor in and to all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, whether now attachments, components, parts and accessories) currently owned or existingsubsequently acquired by Grantor and now or subsequently attached to, or hereafter acquired contained in or arising, (a) the Portfolio Assets as used or usable in any way in connection with any operation or letting of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or baileeReal Estate, including but without limiting the Custodian) herewith generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and all payments thereon or with respect theretowindows, furniture and furnishings, heating, electrical, and all Portfolio Assets which are Delivered to the Trustee mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Accountwindow cleaning apparatus), telephones, communication systems (including satellite dishes and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Accountantennae), and all income from the investment of funds therein and all other property standing to the credit of each such Accounttelevisions, (c) the Collateral Management Agreement as set forth in Article 15 hereofcomputers, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights sprinkler systems and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.fire prevention and

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, To provide for the benefit and security distribution of the Holders principal of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes Certificates in accordance with their terms, (ii) all of the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer distributable under the Collateral Administration Pooling and Servicing Agreement with respect to the Certificates and (iv) compliance with the provisions performance of the covenants contained in this IndenturePooling and Servicing Agreement, OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in each case trust and as provided in this Indenture Pooling and Servicing Agreement, without recourse and for the exclusive benefit of the Holders of the Certificates, all of OMI's right, title and interest in and to, and any and all benefits accruing to OMI from, (collectivelya) the Contracts listed in Schedule IA hereto and the Mortgage Loans (together with the Contracts, the Secured Obligations). The foregoing Grant shall"Assets") listed in Schedule IB hereto, together with the related Asset Documents, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Assets after the applicable Cut-off Date, including such scheduled payments received by OMI or OAC on or prior to the applicable Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other unscheduled collections received on the Assets on and after the applicable Cut-off Date; (b) the security interests in the Manufactured Homes, Mortgaged Properties and Real Properties granted by the Obligors pursuant to the related Assets; (c) all funds, other than investment earnings, relating to the Assets on deposit in the Certificate Account or in the Distribution Account for the purpose Certificates and all proceeds thereof, whether in the form of determining cash, instruments, securities or other properties; (d) any and all rights, privileges and benefits accruing to OMI under the property subject Sales Agreement with respect to the lien of this IndentureAssets (provided that OMI shall retain its rights to indemnification from the Seller under such Sales Agreement, be deemed but also hereby conveys its rights to include any interests in any securities and any investments granted such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreement; and (e) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or on behalf FHA Insurance, or any other insurance policy relating to any of the IssuerAssets, whether cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or not such securities part or investments satisfy the Asset Eligibility Criteria or other criteria set forth are included in the definitions proceeds of Portfolio Asset or Eligible Investments, any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (e) above shall be collectively referred to herein as the case may be"Trust Estate"). The Trustee acknowledges such Grantthe foregoing, accepts the trusts hereunder in accordance with the provisions hereof, hereof and the Standard Terms and agrees to perform the duties herein in accordance with or therein required to the terms hereofbest of its ability to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee Trustee, the Collateral Manager and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arisingarising any and all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights, documents, goods and supporting obligations and other assets in which the Issuer has an interest and specifically including: (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date Date, in Schedule 1 to this Indenture) which the Issuer causes to be Delivered delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets Collateral Obligations which are Delivered delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Securities Account Control Agreement, the Master Participation and Assignment Agreement Loan Sale Agreements and the Side Letter Security Collateral Administration Agreement, (d) all Cash or Money delivered to the Trustee (or the Custodianits bailee) from any source for the benefit of the Secured PartiesParties or the Issuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest ; it being understood that Equity Securities may not be purchased by the Issuer but it is possible that the Issuer may receive an Equity Security in connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout in such Class A-R Noteholder’s Class A-R Prepayment Accountcase that would be considered “received in lieu of debts previously contracted with respect to the Collateral Obligation” under the V▇▇▇▇▇▇ Rule, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and payment intangibles, instruments, investment property, and all letter-of-credit rights rights, securities, money, documents, goods, commercial tort claims and securities entitlements, and other supporting obligations relating to the foregoing (in each case as such terms are defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations, Equity Securities or Eligible Investments) ); and (h) all proceeds (as defined in the UCC) and products with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Notes, the Issuer’s other obligations to the Secured Parties under this Indenture, the other Transaction Documents, and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement and the Master Loan Sale Agreements and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture herein (collectively, the “Secured Obligations”). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments”, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer As security for the Obligations, the Grantor hereby Grants grants to the TrusteeLender security title to and a continuing security interest in, for and assigns, transfers, conveys, pledges and sets over to the benefit and security Lender all of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its Grantor's right, title and interest in, to and under, in each caseunder the following property, whether now owned or existinghereafter acquired by the Grantor, and whether now existing or hereafter acquired incurred, created, arising or arisingentered into (collectively, the "Property"): (a) the Portfolio Assets as all Equipment, Fixtures, Inventory and other Tangible Property of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or baileeGrantor, including the Custodian) herewith and any and all payments thereon or with respect accessions and additions thereto, any substitutions and replacements therefor, and all Portfolio Assets which are Delivered to the Trustee (directly attachments and improvements placed upon or through an intermediary used in connection therewith, or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, any part thereof; (b) each all Accounts, Contracts and General Intangibles of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, Grantor; (c) all of the Collateral Management Agreement Grantor's rights as set forth an unpaid vendor or lienor, including stoppage in Article 15 hereoftransit, the Collateral Administration Agreementreplevin, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation detinue and Assignment Agreement and the Side Letter Security Agreement, reclamation; (d) all Cash delivered to the Trustee (or the Custodian) for the benefit moneys of the Secured PartiesGrantor, all Deposit Accounts of the Grantor in which such moneys may at any time be on deposit or held, all investments or securities of the Grantor in which such moneys may at any time be invested and all certificates, instruments and documents of the Grantor from time to time representing or evidencing any such moneys; (e) any other property of the Grantor now or hereafter held by the Lender or by others for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, Lender's account; (f) all accountsinterest, chattel paperdividends, Deposit Accountsproceeds, general intangiblesproducts, instruments rents, royalties, issues and investment propertyprofits of any of the property described in the foregoing granting clauses, whether paid or accruing before or after the filing of any petition by or against the Grantor under the federal Bankruptcy Code, and all letter-of-credit rights and other supporting obligations relating instruments delivered to the foregoing (Lender in each case as defined substitution for or in the UCC), addition to any such property; and (g) all books, documents, files, ledgers and records (whether on computer or otherwise) covering or otherwise related to any of the property described in the foregoing granting clauses. No submission by the Grantor to the Lender of a schedule or other particular identification of Property shall be necessary to vest in the Lender the Liens contemplated by this Agreement in each and every item of Property of the Grantor now existing or hereafter acquired, incurred, created, arising or entered into, but rather such Liens shall vest in the Lender immediately upon the acquisition, creation, incurring or arising of, or entering into, any such item of Property without the necessity for any other property otherwise delivered to or further action by the Trustee (directly Grantor or through an intermediary or bailee, including by the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above Lender. The Grantor shall take such steps and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that observe such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to formalities as the Collateral). The above Grant of Collateral is made Lender may request from time to time to create and maintain in favor of the Trustee to hold Lender the Liens contemplated by this Agreement in trust to secure all of the Notes and certain other amounts payable Property, whether now owned or hereafter acquired by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereofGrantor, and agrees to perform the duties herein in accordance with the terms hereofwhether now existing or hereafter incurred, created, arising or entered into.

GRANTING CLAUSES. The Issuer For good and valuable consideration, the receipt and sufficiency of which are hereby Grants acknowledged, Grantor agrees that to the Trustee, for the benefit and security secure: repayment of the Holders principal of and payment of interest (including, without limitation, interest accruing after the maturity of the Notes and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to Grantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on the Notes held by each Holder; payment of all other obligations and liabilities of Grantor to Beneficiary and the Holders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Indenture, the Notes, the Trustee and the Collateral Administrator (collectivelythis Deed of Trust, the Secured Parties) (orother Collateral Documents or any other document made, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified delivered or given in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and underconnection herewith or therewith, in each casecase whether on account of principal, whether now owned interest, reimbursement obligations, fees, indemnities, costs, expenses or existingotherwise (including, or hereafter acquired or arisingwithout limitation, (a) the Portfolio Assets as all reasonable fees and disbursements of the Closing Date which the Issuer causes counsel to Beneficiary that are required to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future paid by Grantor pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts Indenture, this Deed of Trust or any other Collateral Documents) (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as items set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in clauses (a) through (h), excluding the Excepted Property, are collectively c) being referred to herein collectively as the Collateral"INDEBTEDNESS"). The above Grant ; and the performance and observance of Collateral is made each obligation, term, covenant and condition to be performed or observed by Grantor (the "OBLIGATIONS") under, in favor connection with or pursuant to the provisions of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudiceNotes, priority or distinction between any Note this Deed of Trust and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuerother Collateral Documents; GRANTOR HEREBY CONVEYS TO TRUSTEE FOR THE BENEFIT OF THE BENEFICIARY AND THE HOLDERS OF THE NOTES AND HEREBY GRANTS, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible InvestmentsASSIGNS, as the case may be. The Trustee acknowledges such GrantTRANSFERS AND SETS OVER TO TRUSTEE FOR THE BENEFIT OF THE BENEFICIARY AND THE HOLDERS OF THE NOTES, accepts the trusts hereunder in accordance with the provisions hereofIN TRUST FOREVER, and agrees to perform the duties herein in accordance with the terms hereof.WITH GENERAL WARRANTY AND ENGLISH COVENANTS OF TITLE AND WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, AND GRANTS BENEFICIARY AND TRUSTEE A SECURITY INTEREST IN:

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account, the Portfolio Gains Account and the Sold PI Loan Collection Subaccount), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit For good and security of the Holders of the Notesvaluable consideration, the Trustee receipt and the Collateral Administrator (collectivelysufficiency of which are hereby acknowledged, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect Mortgagor agrees that to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, secure: (a) the Portfolio Assets as repayment of principal of and interest on (including, without limitation, interest accruing after the maturity of the Closing Date which Loans and Reimbursement Obligations and interest accruing after the Issuer causes filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans (as they may be Delivered evidenced by the Notes from time to the Trustee (directly or through an intermediary or bailee, including the Custodiantime) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing obligations (including the Reimbursement Obligations) and liabilities of Mortgagor to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereofMortgagee, the Collateral Administration AgreementIssuing Lender and the Lenders, each Placement Agency Agreementwhether direct or indirect, each Subscription absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise under, out of, or in connection with, the Senior Secured Credit Agreement, the Revolving Credit Note AgreementLoans, the Issuer Contribution AgreementLetters of Credit, the Issuer Account Control AgreementSecurity Documents, any Guarantee Obligation of Mortgagor as to which any Lender is a beneficiary, any Permitted Hedging Arrangement with any Lender or any banking affiliate of any Lender (whether entered into directly, or guaranteed, by Mortgagor), the Master Participation Guarantee and Assignment Collateral Agreement dated as of February 10, 1997 between Mortgagor, Holdings and Mortgagee (the Side Letter Security Agreement, (d"GUARANTEE") all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise document made, delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to given in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indentureconnection therewith, in each case as provided in this Indenture whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (collectivelyincluding, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject Issuing Lender or any Lender that are required to be paid by any Loan Party pursuant to the lien Senior Secured Credit Agreement) (the items set forth above being referred to collectively as the "INDEBTEDNESS"); and (b) the performance of all covenants, agreements, obligations and liabilities of Mortgagor (the "OBLIGATIONS") under or pursuant to the provisions of the Senior Secured Credit Agreement, the Loans, this IndentureMortgage, be deemed to include the Guarantee, any interests in any securities other document securing payment of the Indebtedness (the "SECURITY DOCUMENTS") and any investments granted to the Trustee by amendments, supplements, extensions, renewals, restatements, replacements or on behalf modifications of any of the Issuerforegoing (the Senior Secured Credit Agreement, whether the Loans, the Letters of Credit, this Mortgage, the Guarantee and all other documents and instruments from time to time evidencing, securing or not such securities guaranteeing the payment of the Indebtedness or investments satisfy the Asset Eligibility Criteria or other criteria set forth in performance of the definitions of Portfolio Asset or Eligible InvestmentsObligations, as any of the case same may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.be amended,

GRANTING CLAUSES. The Issuer For good and valuable consideration and to secure the payment of an indebtedness in the principal sum of NINETY-SEVEN MILLION AND 00/100 DOLLARS ($97,000,000.00) in lawful money of the United States, to be paid according to (i) that certain Loan Agreement of even date herewith between Borrower and Lender (as the same may hereafter be amended or modified, the “Loan Agreement”), and (ii) that certain Promissory Note of even date herewith from Borrower to Lender in said principal sum with a maturity date of July 1, 2027 (the “Maturity Date”), and any replacement(s) or substitution(s) of said Promissory Note held by Lender or by any successor or assignee of Lender (as the same may hereafter be amended, modified, split, consolidated or extended, the “Note”), which Loan Agreement and Note are hereby Grants incorporated herein by this reference and made a part hereof, together with all other obligations and liabilities due or to become due by Borrower to Lender, all amounts, sums and expenses paid hereunder by or payable to Lender according to the terms hereof (including, without limitation, all Advances (as hereinafter defined) and interest thereon as provided herein and in the Loan Agreement), and all other covenants, obligations and liabilities of Borrower under the Note, the Loan Agreement, this Deed of Trust, the Assignment (as hereinafter defined) and any other instrument executed by Borrower evidencing, securing or delivered in connection with the loan evidenced by the Note, expressly excluding the obligations of Borrower under and pursuant to that certain “Environmental Indemnification Agreement” (as defined in the Loan Agreement) to the extent of “Unsecured Environmental Costs” (as hereinafter defined) (all of the foregoing instruments, as the same may be amended or modified from time to time, collectively, the “Loan Documents”), and together with all interest on said indebtedness, obligations, liabilities, amounts, sums, Advances and expenses (all of the foregoing, collectively, the “Indebtedness”), Borrower does by these presents grant a security interest in and WARRANT, GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER AND SET OVER unto Trustee, as trustee for the benefit of ▇▇▇▇▇▇, to its successors in the trust created by this Deed of Trust, and security to its and their respective assigns forever, in trust, with all POWERS OF SALE and RIGHTS OF ENTRY AND POSSESSION and all STATUTORY RIGHTS AND COVENANTS in the State (as hereinafter defined), together with all interest and estate which Borrower may hereafter acquire, in the following property: The parcel or parcels of land described in Exhibit A attached hereto and by this reference made a part hereof (the Holders of “Land”); TOGETHER with the Notesbuildings, foundations, structures and improvements (including fixtures) now or hereafter located on or in the Trustee and the Collateral Administrator Land (collectively, the Secured Parties) (or“Improvements”); TOGETHER with all right, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses belowpower, for the benefit and security of such Secured Parties only)privilege, except as expressly set forth below, all of its rightoption, title and interest ininterest, if any, of Borrower in and to the streets and roads, opened or proposed, abutting the Land, all strips and gores within or adjoining the Land, the air space and right to use the air space above the Land, all rights of ingress and egress to and underfrom the Land, in each caseall easements, whether rights of way, reversions, remainders, estates, rights, titles, interests, privileges, servitudes, tenements, hereditaments, and appurtenances now owned or existing, or hereafter acquired affecting the Land or arisingthe Improvements, (a) all royalties and rights and privileges appertaining to the Portfolio Assets as use and enjoyment of the Closing Date which Land or the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or baileeImprovements, including the Custodian) herewith all air, lateral support, streets, alleys, passages, vaults, drainage, water, oil, gas and mineral rights, development rights, all payments thereon leases and licenses and options to purchase or with respect theretolease, and all Portfolio Assets other interests, estates or claims, in law or in equity, which are Delivered to the Trustee (directly Borrower now has or through an intermediary hereafter may acquire in or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoingLand or the Improvements (collectively, the “Appurtenances”); provided that such Grants shall not include any Excepted Property (The Land, the assets referred to in (a) through (h), excluding Improvements and the Excepted Property, Appurtenances are hereinafter collectively referred to as the Collateral). The above Grant “Premises”; TOGETHER with all equipment, fittings, furniture, furnishings, appliances, apparatus, and machinery in which Borrower now or hereafter has a possessory or title interest and now or hereafter installed in or located upon the Premises and all building materials, supplies and equipment now or hereafter delivered to the Land and the Improvements and intended to be installed therein or located thereon; all fixtures, inventory, other goods and personal property of Collateral is made whatever kind and nature now contained on or in favor or hereafter placed on or in the Premises and used or to be used in connection with the letting or operation thereof, in which Borrower now has or hereafter may acquire a possessory or title interest and all renewals or replacements of any of the Trustee to hold foregoing property or articles in trust to secure the Notes substitution thereof, including chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens, paintings, hangings, pictures, dry cleaning facilities, keys or other entry systems, intercom and certain paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, heating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers, and other amounts payable by the Issuer as described herein. Except as set forth equipment used in the Priority operation of Payments the Land and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture Improvements (collectively, the Secured Obligations“Equipment”). The foregoing Grant shall; TOGETHER with all right, for the purpose power, privilege, option, title and interest of determining the property subject to the lien of this IndentureBorrower in and under all present or future accounts, be deemed to include any interests in any securities deposit accounts, documents, instruments, chattel paper, and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investmentsgeneral intangibles (including “payment intangibles”), as the case foregoing terms are defined in the Code (as hereinafter defined), all deposits, monies or escrows held by Lender or Lender’s agent or any accounts established pursuant hereto or pursuant to any other Loan Documents, and all contract rights, equipment leases, operating leases and licenses, Operating Agreements (as hereinafter defined), derivative investments, letters of credit, and rate cap agreements, including casualty insurance policies and liability insurance policies (irrespective of whether such policies are required to be obtained or maintained in force pursuant to this Deed of Trust or other Loan Documents), trade names, trademarks, servicemarks, logos, copyrights, goodwill or franchises (excluding any of the foregoing to the extent they include the name “▇▇▇▇▇▇” or any derivation thereof), books, records, plans, specifications, permits, licenses, approvals, actions, claims under the Federal Bankruptcy Code (as hereinafter defined) and causes of action which now or hereafter relate to, are derived from or are used in connection with the Land and the Improvements or the use, operation, maintenance, occupancy or enjoyment thereof or the conduct of any business or activities thereon (collectively, the “Intangibles”), except to the extent any such Intangibles are the property of any tenants under the Leases; TOGETHER with all right, power, privilege, option, title and interest of Borrower in and under all existing and future leases, lettings, tenancies, occupancy agreements, licenses to occupy and other similar arrangements affecting the Premises or any part thereof now or hereafter entered into and all amendments, extensions, renewals and guaranties thereof, all security therefore, including letter of credit rights, guaranties and other supporting obligations, and all moneys payable thereunder, whether entered into before or after the filing by or against Borrower of any petition for relief under the Federal Bankruptcy Code (collectively, the “Leases”); TOGETHER with all rents, income, accounts, receivables, issues, profits, security deposits, including the proceeds from letters of credit, guarantees and other supporting obligations, all other payments and profits from the Leases and the use and occupation of the Land and the Improvements, including fixed and additional rents, cancellation payments, option payments, all revenues and credit card receipts collected from restaurants, bars, and recreational facilities and otherwise, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of sale, lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or any portion of the Land and the Improvements, or personalty located thereon, or rendering of services by Borrower or any operator or manager of any commercial space located in the Land and the Improvements or acquired from others including from the rental of any office space, retail space, commercial space or other space, halls, stores or offices, including any deposits securing reservations of such space, exhibit or sales space of every kind, license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, telephone and television systems, the provision or sale of other goods and services, service charges, vending machine sales, and any other payments and benefits to which Borrower may benow or hereafter be entitled from the Premises, the Equipment or the Intangibles or under or in connection with the Leases (collectively, the “Property Income”), including the immediate and continuing right to make claim for, receive, collect and receipt for Property Income, including the right to make claim in a proceeding under the Federal Bankruptcy Code and to apply the same to the payment of the Indebtedness, all whether before or after the filing by or against Borrower of any petition for relief under the Federal Bankruptcy Code; and TOGETHER with all proceeds, judgments, claims, compensation, awards of damages and settlements pertaining to or resulting from or in lieu of any condemnation or taking of any of ▇▇▇▇▇▇▇▇’s interest in the Premises by eminent domain or any casualty loss or damage to any of Borrower’s interest in the Premises, the Equipment, the Intangibles, the Leases or the Property Income, and including also, the right to assert, prosecute and settle claims arising out of or pertaining to such condemnation or taking or such casualty loss under insurance policies constituting an Intangible and to apply for and receive payments of proceeds under such insurance policies and in any condemnation or taking, the right to apply for and receive all refunds with respect to the payment of property taxes and assessments and all other proceeds from the conversion, voluntary or involuntary, of any of Borrower’s interest in the Premises, the Equipment, the Intangibles, the Leases or the Property Income, or any part thereof, into cash or liquidated claims. Collectively, all of the foregoing, are herein referred to as the “Proceeds”. The Trustee acknowledges such GrantEquipment, accepts the trusts hereunder in accordance Intangibles, the Leases, the Property Income and the Proceeds are hereinafter collectively referred to as the “Collateral”. The Premises and the Collateral are hereinafter collectively referred to as the “Mortgaged Property”. TO HAVE AND TO HOLD the Mortgaged Property, with all the privileges and appurtenances to the same belonging, and with the provisions hereofpossession and right of possession thereof, unto Trustee, as trustee for the benefit of ▇▇▇▇▇▇ as beneficiary, to its successors in the trust created by this Deed of Trust, and agrees to perform the duties herein its and their successors and assigns forever, in accordance with trust, upon the terms hereofand conditions set forth herein. All initially capitalized terms not defined in this Deed of Trust shall have the respective meanings ascribed to such terms in the Loan Agreement.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee Trustee, the Collateral Manager and the Collateral Administrator Bank in each of its capacities under the Transaction Documents (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arisingarising any and all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights, documents, goods and supporting obligations and other assets in which the Issuer has an interest and specifically including: (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Collateral Obligations and all payments thereon or with respect thereto, the Closing Date Participations and all Portfolio Assets which are Delivered to payments thereon or with respect thereto and all Collateral Obligations acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, ; (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Account, therein; (c) the Issuer’s rights in the Collateral Management Agreement as set forth in Article 15 hereofAgreement, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Securities Account Control Agreement, the Master Participation and Assignment Agreement Loan Sale Agreement, the Retention of Net Economic Interest Letter and the Side Letter Security Master Participation Agreement, ; (d) all Cash delivered or Money owned by the Issuer, including but not limited to distributions with respect to Margin Stock and proceeds from the Trustee (or the Custodian) for the benefit sale of the Secured Parties, Margin Stock; (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities and Workout Loans acquired by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, ; (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights rights, documents, goods and other supporting obligations relating to the foregoing (in each case as defined in the UCC), foregoing; (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) Issuer; and (h) all proceeds (as defined in the UCC) with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”). The above ; provided, that such Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described hereinshall not include Margin Stock. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Class of Secured Debt and any other Note Class of Secured Debt by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Securities Account Control Agreement, the Master Loan Sale Agreement and the Collateral Administration Agreement Agreement, and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments”, as the case may be. The Trustee acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee Trustee, the Collateral Manager and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arisingarising any and all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights, documents, goods and supporting obligations and other assets in which the Issuer has an interest and specifically including: (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date which the Issuer causes Date, in Schedule 1 to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodianthis Indenture) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Issuer’s rights under the Collateral Management Agreement as set forth in Article 15 XV hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Securities Account Control Agreement, the Master Participation and Assignment Loan Sale Agreement and the Side Letter Security Collateral Administration Agreement, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities and Workout Loans acquired by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and payment intangibles, instruments, investment property, and all letter-of-credit rights rights, securities, money, documents, goods, commercial tort claims and securities entitlements, and other supporting obligations relating to the foregoing (in each case as such terms are defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations, Equity Securities or Eligible Investments) ), and (h) all proceeds (as defined in the UCC) with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Notes, the Issuer’s other obligations to the Secured Parties under this Indenture, the other Transaction Documents, and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement and the Master Loan Sale Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments”, as the case may be. The Trustee acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the exclusive benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any all of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its Issuer's right, title and interest in, in and to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as Accounts listed in the Schedule of the Closing Date which the Issuer causes to be Delivered Accounts delivered to the Trustee (directly or through an intermediary or baileepursuant to this Indenture and property acquired in respect thereof, including the Custodian) herewith related Account Documents and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered Monthly Payments that have not been received prior to the Trustee (directly or through an intermediary or bailee, including Cut-Off Date hereof regardless of the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect theretoDue Date for such Monthly Payment, (b) each of the Accounts Servicing Agreement (excluding any Class A-R Prepayment Accountincluding the right to compel performance by the Subservicer), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation Purchase and Assignment Agreement and the Side Letter Security Sale Agreement, (d) all Cash delivered cash, instruments or other property held or required to be deposited in the Trustee (or Collection Account and the Custodian) for Holding Account, including all investments made with funds in the benefit of Collection Account and the Secured PartiesHolding Account and all income from investments made with funds in the Collection Account and the Holding Account, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, Software Rights and (f) all accountsproceeds in any way derived from any of the foregoing, chattel paperincluding all proceeds of the conversion, Deposit voluntary or involuntary, of any of the foregoing into cash or other assets, including, without limitation, all new Accounts originated in connection with the sale of property acquired in respect of Accounts, general intangiblesall insurance proceeds and condemnation awards. Such Grants are made, instruments and investment propertyhowever, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction discrimination between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution and to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, secure (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, Indenture and (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture Indenture. (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth All terms used in the definitions of Portfolio Asset or Eligible Investments, as foregoing Granting Clauses that are defined in Section 1.01 are used with the case may be. meanings given in said Section.) The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, of this Indenture and agrees to perform the duties herein in accordance with required to the terms hereofend that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer Depositor hereby Grants bargains, sells, conveys, assigns and transfers to the Trustee, in trust and as provided in this Pooling and Servicing Agreement, without recourse (except as provided herein) and for the exclusive benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth belowCertificates, all of its the Depositor's right, title and interest inin and to, and any and all benefits accruing to and under, in each case, whether now owned or existing, or hereafter acquired or arisingthe Depositor from, (a) the Portfolio Assets as of listed in Schedule I hereto, together with the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or baileerelated Asset Documents, including the Custodian) herewith and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Assets after the Cut-off Date, including such scheduled payments received by the Depositor or Seller on or prior to the Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other unscheduled collections received on the Assets on and after the Cut-off Date; (b) the security interests in the Mortgaged Properties granted by the Obligors pursuant to the related Assets; (c) all funds relating to the Assets on deposit in the Certificate Account or the Distribution Account for the Certificates and all proceeds thereof, whether in the form of cash, instruments, securities or other properties; (d) any and all rights, privileges and benefits accruing to the Depositor under the Sales Agreement with respect theretoto the Assets (provided that the Depositor shall retain its rights to indemnification from the Seller under such Sales Agreement, and all Portfolio Assets which are Delivered but also hereby conveys its rights to such indemnification to the Trustee (directly or through an intermediary or baileeas its assignee), including the Custodian) in the future pursuant rights and remedies with respect to the terms hereof enforcement of any and all payments thereon representations, warranties and covenants under such Sales Agreement; and (e) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy, VA Guaranty or with respect theretoFHA Insurance, (b) each of the Accounts (excluding or any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in other insurance policy relating to any of the Accounts (excluding any Class A-R Prepayment Account)Assets, and all income from the investment of funds therein and all other property standing to the credit of each such Accountcash proceeds, (c) the Collateral Management Agreement as set forth in Article 15 hereofaccounts, the Collateral Administration Agreementaccounts receivable, each Placement Agency Agreementnotes, each Subscription Agreementdrafts, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accountsacceptances, chattel paper, Deposit Accountschecks, general intangiblesdeposit accounts, instruments rights to payment of any and investment propertyevery kind, and other forms of obligations and receivables that at any time constitute all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined or part or are included in the UCC), (g) proceeds of any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investmentsforegoing) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property as specified herein (the assets items referred to in clauses (a) through (h), excluding the Excepted Property, are e) above shall be collectively referred to herein as the Collateral"Trust Estate"). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grantthe foregoing, accepts the trusts hereunder in accordance with the provisions hereof, hereof and the Standard Terms and agrees to perform the duties herein in accordance with or therein required to the terms hereofbest of its ability to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

GRANTING CLAUSES. The Owner Trustee on behalf of the Issuer hereby Grants to the Indenture Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each caseinterest, whether now owned or existinghereafter acquired, or hereafter acquired or arisingin, to and under (a) the Portfolio Assets as Receivables, (b) Recoveries related to and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating to) distributed or distributable in respect of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future Receivables pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Transfer and Servicing Agreement, this Indenture and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such AccountIndenture Supplement, (c) all Eligible Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to or related to the Collateral Management Agreement as set forth in Article 15 hereofCollection Account, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement Series Accounts and the Side Letter Security AgreementSpecial Funding Account (including any subaccounts of 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), (d) all Cash delivered rights, remedies, powers, privileges and claims of the Owner Trustee or the Issuer under or with respect to any Series Enhancement or the Transfer and Servicing Agreement (whether arising pursuant to the Trustee (terms of such Series Enhancement or the Custodian) Transfer and Servicing Agreement or otherwise available to the Owner Trustee or Issuer at law or in equity), including, without limitation, the rights of the Owner Trustee on behalf of the Issuer to enforce such Series Enhancement or the Transfer and Servicing Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Series Enhancement or the Transfer and Servicing Agreement to the same extent as the Owner Trustee on behalf of the Issuer could but for the assignment and security interest granted to the Indenture Trustee for the benefit of the Secured PartiesNoteholders, (e) for the exclusive benefit of each Class A-R Noteholderall money, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Accountaccounts, (f) all accountsgeneral intangibles, chattel paper, Deposit Accountsinstruments, general intangiblesdocuments, instruments and goods, investment property, deposit accounts, certificates of deposit, letters of credit, and all letter-of-advices of credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available belonging to the Issuer to pay amounts owed to any Secured Parties other than or the Class A-R Noteholders. The Grant is made to secureOwner Trustee, not in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indentureits individual capacity, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case but solely as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or owner trustee on behalf of the Issuer, whether (f) the Preferred Stock, (g) all other property of the Issuer or the Owner Trustee, not such securities in its individual capacity, but solely as Owner Trustee on behalf of the Issuer, (h) all present and future claims, demands, causes and chose in action in respect of any or investments satisfy all of the Asset Eligibility Criteria foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds, products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash or other criteria set forth in the definitions of Portfolio Asset or Eligible Investmentsproperty, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereofall cash and non-cash proceeds, and agrees other property consisting of, arising from or relating to perform all or any part of any of the duties herein foregoing, and (i) any proceeds of the foregoing; in accordance with each case, excluding the Transferor Amount and all amounts distributable to the Holders of the Transferor Certificates pursuant to the terms hereofof any Transaction Document (collectively, the "COLLATERAL").

GRANTING CLAUSES. [The Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit and security of the Holders of the Notes, Bonds to secure the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any obligations of the sub-clauses belowIssuer hereunder, for the benefit a senior lien and security of such Secured Parties only), except as expressly set forth below, interest in all of its the Issuer's right, title and interest in, in and to any and under, in each case, whether now owned or existing, or hereafter acquired or arising, all benefits accruing to the Issuer from (a) the Portfolio Assets Mortgage Loans listed in the Schedule of Mortgage Collateral annexed to this Terms Indenture as of the Closing Date which the Issuer causes to be Delivered Schedule I (with respect to the Trustee (directly or through an intermediary or baileeBonds, including the Custodian) herewith "Pledged Mortgage Loans"), and all payments thereon from and after the Cut-off Date, together with the related Mortgage Files and Servicing Files and the Issuer's interest in any Mortgaged Property that secured any such Mortgage Loan but which is acquired by foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date (collectively, with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or baileeBonds, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, "Mortgage Collateral"); (b) each the rights of the Accounts Issuer to enforce remedies against the Master Servicer or the Special Servicer under the Servicing and Administration Agreement, against the General Administrator under the General Administration Agreement (excluding any Class A-R Prepayment Accountprovided that the Issuer retains the right to give instructions and directions to the General Administrator thereunder), and any Eligible Investments purchased with funds on deposit in any against the Depositor under the Deposit Trust Agreement and, as assignee of the Accounts (excluding any Class A-R Prepayment Account)Depositor, and all income from against the investment of funds therein and all other property standing to Seller under the credit of each such Account, Mortgage Loan Purchase Agreement; (c) the Collateral Management Agreement as set forth Bond Account; (d) the Collection Account; (e) all present and future claims, demands, causes and chooses in Article 15 hereofaction in respect of the foregoing, including the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, rights of the Issuer Contribution Agreementunder the Pledged Mortgage Loans; and (f) all proceeds of the foregoing of every kind and nature whatsoever, including, without limitation, all proceeds of the Issuer Account Control Agreementconversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the Master Participation and Assignment Agreement and proceeds of any of the Side Letter Security Agreementforegoing (the foregoing items (a), (b), (c), (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties), (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, and (f) all accountscollectively, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this IndentureBonds, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. "Trust Estate").] The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, of this Indenture and agrees to perform the duties herein required. AND IT IS HEREBY COVENANTED AND DECLARED that the Bonds are to be authenticated and delivered by the Indenture Trustee, that the Trust Estate is to be held by or on behalf of the Indenture Trustee and that monies in accordance the Trust Estate are to be applied by the Indenture Trustee for the benefit of the Bondholders, subject to the further covenants, conditions and trusts hereinafter set forth, and the Issuer does hereby represent and warrant, and covenant and agree, to and with the terms hereof.Indenture Trustee, for the equal and proportionate benefit and security of each Bondholder, as follows:

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee Trustee, the Collateral Manager and the Collateral Administrator Transferor (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date which the Issuer causes Date, in Schedule 1 to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodianthis Indenture) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Securities Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Master Loan Sale Agreement, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), commercial tort claims, deposit accounts, chattel paperdocuments (including, Deposit Accountsif applicable, electronic documents), financial assets, general intangibles (including all payment intangibles), instruments goods (including inventory and equipment), instruments, investment property, and all letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), promissory notes and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) ), and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Interests) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Management Agreement and the Master Loan Sale Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments”, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to To secure (i) the Trustee, for the benefit and security payment of the Holders of indebtedness evidenced by the Notes, (ii) the Trustee payment and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any satisfaction of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, Obligations (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible InvestmentsCredit Agreement) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (iiii) the payment of all amounts due on under and the Notes performance and observance of all covenants and conditions contained in accordance with their termsthis Mortgage, (ii) the Notes, the Credit Agreement, the Subsidiary Guaranty, any and all other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor or any party related thereto or affiliated therewith to evidence, secure or guarantee the payment of all or any portion of the indebtedness under the Notes and any and all renewals, extensions, amendments and replacements of this Mortgage, the Notes, the Credit Agreement, the Subsidiary Guaranty and any such other sums payable under documents and instruments (the Notes, the Credit Agreement, this IndentureMortgage, (iiithe Subsidiary Guaranty, such other mortgages, security agreements, pledge agreements, assignments of leases and rents, guaranties, letters of credit, and any other documents and instruments now or hereafter executed and delivered in connection with the Loan, and any and all amendments, renewals, extensions and replacements hereof and thereof, being sometimes referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and to secure the payment of amounts owing by any and all other indebtedness and obligations of Mortgagor or any party related thereto or affiliated therewith to Bank, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (all indebtedness and liabilities secured hereby, subject to the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenturelimitation hereinafter set forth, being hereinafter sometimes referred to as “Borrower’s Liabilities,” provided that Borrower’s Liabilities shall, in each case as provided in this Indenture (collectivelyno event, exceed $58,000,000), Mortgagor has granted, conveyed, aliened, enfeoffed, released, confirmed and mortgaged, and by these presents does hereby grant, convey, alien, enfeoff, release, confirm and mortgage unto Bank the Secured Obligations). The foregoing Grant shall, for the purpose of determining the following described property subject to the lien of this Indenture, be deemed to include any interests in any securities terms and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.conditions herein:

GRANTING CLAUSES. The Issuer hereby Grants to the Collateral Trustee, for the benefit and security of the Holders of the NotesSecured Debt, the Trustee and Collateral Trustee, the Loan Agent, the Collateral Manager, the Collateral Administrator and the Retention Holder (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existingexisting on the Closing Date, or hereafter thereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Participation Interests and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to Collateral Obligations acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU Retention Undertaking Letter, the Securities Account Control Agreement, the Collateral Administration Agreement, each Placement Agency the Credit Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Loan Sale Agreement, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) ); and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, i) are collectively referred to as the Collateral“Assets”); provided that such grants shall not include (a) the U.S.$250 transaction fee paid to the Issuer in consideration of the issuance and incurrence of the Secured Debt and Subordinated Securities, (b) the proceeds of the issuance and allotment of the Issuer’s ordinary shares, (c) the membership interests of the Co-Issuer, (d) any account in the Cayman Islands or elsewhere maintained in respect of the funds referred to in items (a) and (b), together with any interest thereon and (e) the Preferred Shares Payment Account and any funds deposited in or credit to such account (the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Debt and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Debt and any other Note Secured Debt by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Securities) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Credit Agreement, the Collateral Management Agreement, the Collateral Administration Agreement and the Loan Sale Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Collateral Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments”, as the case may be. The Collateral Trustee acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Collateral Trustee, for the benefit and security of the Holders of the NotesDebt, the Trustee Collateral Manager, the Collateral Trustee, the Loan Agent and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existingexisting on the Closing Date, or hereafter thereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (including, as of the Closing Date, all Collateral Obligations listed in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Participation Interests and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to Collateral Obligations acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU/UK Retention Letter, the Account Control Agreement, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription the Loan Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Fiscal Agency Agreement and the Side Letter Security AgreementLoan Sale Agreements, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) ); and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”); provided that such grant shall not include the Lender Account, the Preferred Shares Payment Account and any funds deposited in or credited to such account (the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Debt and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Debt and any other Note Secured Debt by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Loan Agreement, the Collateral Administration Agreement and the Loan Sale Agreements and (iv) compliance with the provisions of this IndentureIndenture and the Loan Agreement, in each case all as provided herein or in this Indenture (collectively, the Secured Obligations)Loan Agreement. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Collateral Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Collateral Trustee acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants In order to secure equally and ratably the payment of the principal of (and premium, if any) and interest on the Obligations, according to their terms, and any and all future obligations and advances which may be evidenced by Obligations, whether such future obligations and advances are made as an obligation, made at the option of the Beneficiary or any Lender, made after a reduction to zero or other balance, or made otherwise and whether such future obligations and advances are direct, indirect, contingent or otherwise, to the same extent as if such future obligations and advances were made on the date hereof, up to the Maximum Debt Limit, if any, and further to secure the due performance of the covenants, agreements and provisions contained in this Deed of Trust and the Loan Documents, and to declare the terms and conditions upon which the Obligations are to be secured, the Trustor, in consideration of the premises herein but subject to the provisions of Section 6.18 below, does hereby grant, bargain, sell, alienate, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Trustee, in trust with power of sale and right of entry, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses belowBeneficiary, for the ratable benefit and security of such the Secured Parties only)and any of their respective successors or assigns, except as expressly set forth belowthe following property rights, privileges and franchises of the Trustor, EXCEPT ANY EXCEPTED PROPERTY (all of its which is hereinafter called the “Trust Estate”): All right, title and interest of the Trustor in and to those fee and leasehold estates in real property described in Appendix “B” hereto, subject in each case to those matters set forth in such Appendix, together with all buildings and improvements located thereon (the “Real Property”); All right, title and interest of the Trustor in and to all other estates and interests in real property, now owned or hereafter acquired by the Trustor with respect to the Real Property, including, without limitation, all fixtures, easements, permits, licenses and rights of way comprising real property; All right, title and interest of the Trustor in, to and underunder any and all grants, in each caseprivileges, whether rights of way and easements comprising real property now owned owned, held, leased, enjoyed or existingexercised, or which may hereafter acquired be owned, held, leased, acquired, enjoyed or arisingexercised, (a) by the Portfolio Assets as of Trustor for the Closing Date which the Issuer causes to be Delivered to the Trustee (directly purposes of, or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereofconnection with, the Collateral Administration Agreementconstruction, each Placement Agency Agreementacquisition, each Subscription Agreementownership, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (use or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) operation by or on behalf of the Issuer (including Trustor of any improvements now or hereafter located on the Real Property; All right, title and interest of the Trustor in, to and under any and all licenses, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the United States of America, or by any state, or by any county, township, municipality, village or other securities political subdivision thereof, or investments not listed above by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition, ownership, use or operation of any improvements now or hereafter located on the Real Property, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged or pledged, but excluding, for the avoidance of doubt, any Licenses; All right, title and whether interest of the Trustor in, to and under any and all contracts heretofore or not constituting Portfolio Assets hereafter executed, as they may be amended or Eligible Investments) supplemented from time to time, by and (h) between the Trustor and any person, firm, corporation or governmental body or agency, insofar as they relate in any way to the construction, acquisition, ownership, use or operation of any improvements now or hereafter located on the Real Property, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged or pledged, but excluding, for the avoidance of doubt, any Licenses; and All right, title and interest of the Trustor in and to all proceeds interests or claims in or under any policy of insurance maintained with respect to the foregoingReal Property; provided that such Grants shall not include TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any Excepted Property part thereof, with the reversion and reversions, remainder and remainders and all rents, income, revenues, profits, cash, proceeds, products and other benefits at any time derived, received or had from any and all of the above-described property of the Trustor including all proceeds of any voluntary or involuntary conversion of the proceeds of any insurance, damage or condemnation awards relating to any of the above-described property (including premium refunds and any causes of action damage to the assets referred to in (a) through (habove-described property), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant any other proceeds of Collateral is made in favor any of the above-described property and all deposits or other accounts into which the same may be deposited. TO HAVE AND TO HOLD all and singular the Trust Estate unto the Trustee to hold and its successors and assigns for the uses and purposes set forth herein, in trust trust, forever, to secure the Notes payment and certain other amounts payable by performance of the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this IndentureObligations, including, without limitation, the Notes are secured by due performance of the Grant equally covenants, agreements and ratably without prejudiceprovisions herein contained, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to uses and purposes and upon the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indentureconditions, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement provisos and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities agreements hereinafter expressed and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereofdeclared.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its All right, title and interest of the Issuer (a) in, to and under, under the Loan Agreement (except its Unassigned Rights); (b) in each case, whether now owned or existing, or hereafter acquired or arising, the amounts payable to the Issuer under the Loan Agreement (aexcluding Unassigned Rights); and (c) the Portfolio Assets as of the Closing Date to do any and all other things which the Issuer causes is or may become entitled to do under the Loan Agreement; provided, however, that the assignment made pursuant to this clause shall not impair or diminish any obligation of the Issuer under the Loan Agreement or alter the rights, duties and obligations of the Trustee under the remaining terms of this Indenture; and All right, title and interest of the Issuer in and to all moneys and other obligations which are, from time to time, deposited or required to be Delivered deposited with or held or required to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) be held by or on behalf of the Issuer Trustee in trust under any of the provisions of this Indenture (including any other securities except moneys or investments not listed above and whether obligations deposited with or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect paid to the foregoingTrustee for payment or redemption of Bonds that are deemed no longer Outstanding hereunder); provided that and Any and all property, rights and interests of every kind or description which, from time to time hereafter, may be sold, transferred, conveyed, assigned, pledged, mortgaged or delivered to the Trustee as additional security hereunder; the Trustee is hereby authorized to receive all such Grants shall not include property at any Excepted Property time and to hold and apply it subject to the terms hereof; There is, however, expressly excepted and excluded from the lien and operation of this Indenture amounts held by the Trustee in the Rebate Fund (as hereinafter defined) established hereunder; TO HAVE AND TO HOLD all and singular the assets referred to in Trust Estate (a) through (has hereinafter defined), excluding the Excepted Propertywhether now owned or hereafter acquired, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of irrevocably unto the Trustee to hold and its successors in trust and assigns forever; IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth, to secure the Notes payment of the Bonds to be issued hereunder, and certain other amounts premium, if any, payable by upon redemption or prepayment thereof, and the Issuer as described herein. Except as set forth in interest payable thereon, and to secure also the Priority observance and performance of Payments all the terms, provisions, covenants and Article 13 conditions of this Indenture, and for the Notes are secured by equal and ratable benefit and security of all and singular the Grant equally and ratably Owners of all Bonds issued hereunder, without prejudicepreference, priority or distinction between as to lien or otherwise, except as otherwise hereinafter provided, of any Note and one Bond over any other Note Bond or as between principal and interest, and it is hereby mutually covenanted and agreed that the terms and conditions upon which the Bonds are to be issued, authenticated, delivered, secured and accepted by reason of difference in all persons who shall from time of issuance to time be or otherwise; provided thatbecome the Owners thereof, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with and conditions upon which the provisions hereofpledged moneys and revenues are to be held and disbursed, and agrees to perform the duties herein in accordance with the terms hereof.are as follows;

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, the following property (other than the Excepted Property): (a) the Portfolio Assets as of Collateral Interests listed on Schedule A, the Collateral Interests acquired after the Closing Date which the Issuer causes to be Delivered and any Equity Interests which, in each case, are delivered to the Trustee (directly or through an intermediary or bailee, including a Securities Intermediary) after the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future Closing Date pursuant to the terms hereof and all payments thereon or with respect thereto, (b) the Collection Account (including each of Sub-Account established therein), the Accounts (excluding any Interest Reserve Account, the Payment Account, the Expense Reserve Account, the Collateral Account, the Uninvested Proceeds Account, the Future Funding Asset Account, the Class A-R Prepayment Holder Collateral Account), all amounts credited to such accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), credited to such accounts and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, rights of the Issuer Contribution Agreement, under each of the Transaction Documents to which the Issuer Account Control Agreement, is a party and all payments to the Master Participation and Assignment Agreement and the Side Letter Security AgreementIssuer thereunder or with respect thereto, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary a Securities Intermediary) and (e) all proceeds, whether voluntary or baileeinvoluntary, including of and to any of the Custodian) by or on behalf property of the Issuer described in the preceding clauses (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h)collectively, excluding the Excepted Property, are collectively referred to as the Collateral); provided, that such security interest shall not extend to (i) any property, cash or other amounts specifically released from the lien of this Indenture or otherwise to be paid to the Issuer in accordance with the terms hereof or (ii) any Retained Rights. The above Grant of Collateral is Such Grants are made in favor of to the Trustee to hold in trust trust, to secure the Indenture Issued Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any such Indenture Issued Note and any other such Indenture Issued Note by reason of difference in time of issuance or otherwise; , except as expressly provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, and to secure (i) the payment of all amounts due on the Indenture Issued Notes and under any Hedge Agreement and the Collateral Management Agreement in accordance with their respective terms, (ii) the payment of all other sums payable under this Indenture, Indenture and (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case any Hedge Agreement, the Class A-R Note Purchase Agreement and the Collateral Management Agreement, all as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shallFor the avoidance of doubt, amounts on deposit in the Future Funding Reserve Account and the Suspense Account will not be included in the Collateral. Except to the extent otherwise provided in this Indenture, the Issuer does hereby constitute and irrevocably appoint the Trustee as the true and lawful attorney of the Issuer, with full power (in the name of the Issuer or otherwise), to exercise all rights of the Issuer with respect to the Collateral held for the purpose benefit and security of determining the property Secured Parties and to ask, require, demand, receive, settle, compromise, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of any of the Collateral held for the benefit and security of the Secured Parties, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Trustee may deem to be necessary or advisable in the premises. The power of attorney granted pursuant to this Indenture and all authority hereby conferred are granted and conferred solely to protect the Trustee’s interest in the Collateral held for the benefit and security of the Secured Parties and shall not impose any duty upon the Trustee to exercise any power. This power of attorney shall be irrevocable as one coupled with an interest prior to the payment in full of all the obligations secured hereby. Except to the extent otherwise provided in this Indenture, this Indenture shall constitute a security agreement under the law of the State of New York. Upon the occurrence of any Event of Default and in addition to any other rights available under this Indenture or any other instruments included in the Collateral held for the benefit and security of the Secured Parties or otherwise available at law or in equity, the Trustee shall have all rights and remedies of a secured party on default under the laws of the State of New York and other applicable law to enforce the assignments and security interests contained herein and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law and the lien terms of this Indenture, to sell or apply any rights and other interests assigned or pledged hereby in accordance with the terms hereof at public or private sale. It is expressly agreed that anything therein contained to the contrary notwithstanding, the Issuer shall remain liable under any instruments included in the Collateral to perform all the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and except as otherwise expressly provided herein, the Trustee shall not have any obligations or liabilities under such instruments by reason of or arising out of this Indenture, nor shall the Trustee be deemed to include any interests required or obligated in any securities manner to perform or fulfill any obligations of the Issuer under or pursuant to such instruments or to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by it, to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The designation of the Trustee in any transfer document or record is intended and any investments granted shall be deemed, first, to refer to the Trustee by or as custodian on behalf of the IssuerIssuer and second, whether or not to refer to the Trustee as secured party on behalf of the Secured Parties, provided that the Grant made by the Issuer to the Trustee pursuant to the granting clauses hereof shall apply to any Collateral bearing such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may bedesignation. The Trustee acknowledges such GrantGrants, accepts the trusts trust hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereofrequired standard of care set forth herein such that the interests of the Secured Parties may be protected. Each of the Secured Parties hereby agrees and acknowledges that it shall not have any claim on the funds and property from time to time deposited in or credited to the Income Note Distribution Account and the proceeds thereof (unless funds are deposited or credited to such Account in error or in violation of this Indenture).

GRANTING CLAUSES. The Issuer hereby Grants to the Collateral Trustee, for the benefit and security of the Holders of the NotesDebt, the Trustee Collateral Manager, the Collateral Trustee, the Loan Agent and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existingexisting on the Closing Date, or hereafter thereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Participation Interests and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to Collateral Obligations acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU/UK Retention Letter, the Account Control Agreement, the Collateral Administration Agreement, each Placement the Fiscal Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement Agreements and the Side Letter Security AgreementLoan Sale Agreements, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) ); and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”); provided that such grant shall not include the Preferred Shares Payment Account and any funds deposited in or credited to such account (the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Debt and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Debt and any other Note Secured Debt by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement, the Credit Agreement and the Loan Sale Agreements and (iv) compliance with the provisions of this IndentureIndenture and the Credit Agreement, in each case all as provided in this Indenture (collectively, herein or the Secured Obligations)Credit Agreement. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Collateral Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Collateral Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Collateral Manager, the Trustee and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existingexisting on the Closing Date, or hereafter thereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Participation Interests and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to Collateral Obligations acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU/UK Retention Letter, the Account Control Agreement, the Collateral Administration Agreement, each Placement the Fiscal Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security AgreementLoan Sale Agreements, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) ); and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”); provided that such grant shall not include the Preferred Shares Payment Account and any funds deposited in or credited to such account (the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Notes and any other Note Secured Notes by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement and the Loan Sale Agreements and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Trustee acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Collateral Trustee, for the benefit and security of the Holders of the NotesSecured Debt, the Trustee and Collateral Trustee, the Collateral Manager, the Loan Agent, the Posting Agent, the Transferor, the Collateral Administrator and the Custodian (collectively, the "Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only"), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date which the Issuer causes Date, in Schedule 1 to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodianthis Indenture) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the Securities Account Control Agreement, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Loan Sale Agreement and the Side Letter Security AgreementCredit Agreements, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights letter‑of‑credit rights, documents, goods and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral"Assets"); provided that, such Grants shall not include Margin Stock. For the avoidance of doubt, Margin Stock shall not be included in the above grants, but shall be included in the term "Assets" for all other purposes under this Indenture. The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Debt and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Note, Class A-1L-A Loan or Class A-1L-B Loan on one hand and any other Note Note, Class A-1L-A Loan or Class A-1L-B Loan on the other by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their respective terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement, the Securities Account Control Agreement, the Master Loan Sale Agreement, the Credit Agreements and the Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenturethe Collateral Trustee, be deemed to include any interests in any securities and any investments granted to the Collateral Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset "Collateral Obligation" or "Eligible Investments, ," as the case may be. The Collateral Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, ▇▇▇▇▇ and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the TrusteeCollateral Agent, for the benefit and security of the Holders of the NotesSecured Debt, the Trustee Trustee, the Collateral Manager, the Collateral Agent, the Loan Agent, the Transferor, the Collateral Administrator, the Fiscal Agent, the Custodian, the Document Custodian and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date which the Issuer causes Date, in Schedule 1 to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodianthis Indenture) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the Fiscal Agency Agreement, the Securities Account Control Agreement, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Master Loan Sale Agreement, the Master Participation and Assignment Agreement, the Credit Agreement and the Side Letter Security Administration Agreement, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest , it being understood that Equity Securities may not be purchased by the Issuer but it is possible that the Issuer may receive an Equity Security in connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout in such Class A-R Noteholder’s Class A-R Prepayment Accountcase that would be considered “received in lieu of debts previously contracted with respect to the Collateral Obligation” under the ▇▇▇▇▇▇▇ Rule, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights rights, documents, goods and other supporting obligations relating to the foregoing (other than the Preferred Shares Payment Account) (in each case as defined in the UCC), (g) the Issuer’s ownership interest in any Equity Holder Subsidiary, (h) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (hi) all proceeds with respect to the foregoing; provided that that, such Grants shall not include (i) the U.S.$250 transaction fee paid to the Issuer in consideration of the issuance of the Notes and the Preferred Shares, (ii) the proceeds of the issue and allotment of the Issuer’s ordinary shares, (iii) the membership interests of the Co-Issuer, (iv) the Preferred Shares Payment Account and any funds deposited in or credited to such account, (v) the bank account in the Cayman Islands in which the funds referred to in items of (i) and (ii) above are deposited (or any interest thereon) or (vi) any Margin Stock held by the Issuer (collectively, the “Excepted Property Property”) (the assets referred to in (a) through (hi), excluding the Excepted Property, are collectively referred to as the Collateral“Assets”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Debt and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note or Class A-1 Loan on one hand and any other Note or Class A-1 Loan on the other by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their respective terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement, the Securities Account Control Agreement, the Master Loan Sale Agreement, the Credit Agreement and the Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee Collateral Agent by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Trustee Collateral Agent acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The To secure the due and punctual payment by the Issuer of principal of (and premium, if any) and interest on the Notes, amounts due to Series Enhancers under the Series Enhancements as provided in the Indenture Supplements, and all other amounts due and payable under this Indenture or any Indenture Supplement or under any Series Enhancement (collectively, the “Secured Obligations”), when and as the same shall become due and payable, whether on demand for payment or on a Payment Date, or a Redemption Date, at a Stated Maturity Date or by declaration of acceleration, call for redemption or otherwise, according to the terms of this Indenture, the respective Indenture Supplements and the Notes or the Series Enhancements, the Issuer hereby Grants to the Indenture Trustee, for the benefit and security of the Holders of Noteholders and, to the Notesextent and as provided for in the relevant Indenture Supplements, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth belowSeries Enhancers, all of its the Issuer’s right, title and interest in, to and under, in each caseinterest, whether now owned or existinghereafter acquired, or hereafter acquired or arisingin, to and under (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect theretoReceivables, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such AccountContracts, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security AgreementRecoveries related thereto, (d) all Cash delivered other Related Rights and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating to) distributed or distributable in respect of the Receivables pursuant to the Trustee terms of the Transfer and Servicing Agreement, this Indenture and any Indenture Supplement, (e) all Eligible Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to or related to the Collection Account or any other Trust Account (including any subaccounts of 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), (f) all rights, remedies, powers, privileges and claims of the Issuer under or with respect to any Series Enhancement, the Transfer and Servicing Agreement, the Receivables Purchase Agreement and the Receivables Sale Agreement (whether arising pursuant to the terms of such Series Enhancement, the Transfer and Servicing Agreement, the Receivables Purchase Agreement or the Custodian) Receivables Sale Agreement, or otherwise available to the Issuer at law or in equity), including, without limitation, the rights of the Issuer to enforce such Series Enhancement, the Transfer and Servicing Agreement, the Receivables Purchase Agreement or the Receivables Sale Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Series Enhancement, the Transfer and Servicing Agreement, the Receivables Purchase Agreement or the Receivables Sale Agreement to the same extent as the Issuer could but for the assignment and security interest granted to the Indenture Trustee for the benefit of the Secured PartiesNoteholders and, to the extent and as provided for in the relevant Indenture Supplements, the Series Enhancers, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (fg) all money, accounts, general intangibles, chattel paper, Deposit Accountsinstruments, general intangiblesdocuments, instruments and goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit belonging to the Issuer, (h) all other property of the Issuer, (i) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all letterpayments on or under and all proceeds of every, kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds, products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash or other property, all cash and non-of-credit rights cash proceeds, and other supporting obligations property consisting of, arising from or relating to all or any part of any of the foregoing foregoing, and (in each case j) any proceeds (including “proceeds” as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h)each case, excluding payments made to the Excepted PropertyTransferor hereunder and all amounts distributable to the Equity Certificateholder pursuant to the terms of any Transaction Document (collectively, are collectively referred to as the “Collateral”). The above Grant of Collateral is Such Grants are made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction distinction, except as expressly provided in this Indenture and the Indenture Supplements, between any Note and any other Note by reason of difference Notes, and to secure the other Secured Obligations; provided, that unless and to the extent provided for in time of issuance or otherwise; provided thatan Indenture Supplement for any Series, amounts on deposit the security interest granted above in the Series Accounts and Series Enhancement for a Class A-R Prepayment Account particular Series shall be available to secure the Notes for such Series only for distribution and, to the Class A-R Noteholders pursuant to extent provided in the Revolving Credit Note Agreement and shall not be available to Indenture Supplement for such Series, the Issuer to pay amounts owed to any Secured Parties other than Series Enhancers. This Indenture is a security agreement within the Class A-R Noteholdersmeaning of the UCC. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case Indenture Trustee as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee Noteholders acknowledges such GrantGrants, accepts the trusts hereunder in accordance with the provisions hereof, hereof and agrees to perform the duties herein in accordance with required to the terms hereofend that the interests of the Noteholders may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, To provide for the benefit and security distribution of the Holders principal of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes Certificates in accordance with their terms, (ii) all of the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer distributable under the Collateral Administration Pooling and Servicing Agreement with respect to the Certificates and (iv) compliance with the provisions performance of the covenants contained in this IndenturePooling and Servicing Agreement, OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in each case trust and as provided in this Indenture Pooling and Servicing Agreement, without recourse and for the exclusive benefit of the Holders of the Certificates, all of OMI's right, title and interest in and to, and any and all benefits accruing to OMI from, (collectivelya) the Contracts listed in Schedule IA hereto and the Mortgage Loans (together with the Contracts, the Secured Obligations). The foregoing Grant shall"Assets") listed in Schedule IB hereto, together with the related Asset Documents, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Assets after the applicable Cut-off Date, including such scheduled payments received by OMI, Oakwood Capital Corp. ("OCC") or OAC on or prior to the applicable Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other unscheduled collections received on the Assets on and after the applicable Cut-off Date; (b) the security interests in the Manufactured Homes, Mortgaged Properties and Real Properties granted by the Obligors pursuant to the related Assets; (c) all funds, other than investment earnings, relating to the Assets on deposit in the Certificate Account or in the Distribution Account for the purpose Certificates and all proceeds thereof, whether in the form of determining cash, instruments, securities or other properties; (d) any and all rights, privileges and benefits accruing to OMI under the property subject Sales Agreements with respect to the lien of this IndentureAssets (provided that OMI shall retain its rights to indemnification from the Seller under such Sales Agreements, be deemed but also hereby conveys its rights to include any interests in any securities and any investments granted such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreements; and (e) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or on behalf FHA Insurance, or any other insurance policy relating to any of the IssuerAssets, whether cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or not such securities part or investments satisfy the Asset Eligibility Criteria or other criteria set forth are included in the definitions proceeds of Portfolio Asset or Eligible Investments, any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (e) above shall be collectively referred to herein as the case may be"Trust Estate"). The Trustee acknowledges such Grantthe foregoing, accepts the trusts hereunder in accordance with the provisions hereof, hereof and the Standard Terms and agrees to perform the duties herein in accordance with or therein required to the terms hereofbest of its ability to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer hereby Grants to the TrusteeCollateral Agent, for the benefit and security of the Holders of the NotesSecured Debt, the Trustee Trustee, the Collateral Manager, the Transferor, the Depositor, the Collateral Agent, the Loan Agent, Collateral Administrator, the Administrator, and the Collateral Administrator Custodian (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its the Issuer’s right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or baileeDate, including the Custodianin Schedule 1 hereto) herewith and all payments thereon or with respect thereto, and all Portfolio Assets Collateral Obligations which are Delivered to acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the Securities Account Control Agreement, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreementthe Master Loan Sale Agreement to which the Issuer is a party, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Administration Agreement, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest , it being understood that Equity Securities may not be purchased by the Issuer but it is possible that the Issuer may receive an Equity Security in such Class A-R Noteholder’s Class A-R Prepayment Accountconnection with an insolvency, bankruptcy, reorganization, debt restructuring or workout, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights rights, documents, goods and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any Restructured Assets, (h) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) Issuer; and (hi) all proceeds with respect to the foregoing; provided that that, such Grants shall not include (i) the U.S.$250 transaction fee paid to the Issuer in consideration of the issuance of the Notes, (ii) the proceeds of the issue and allotment of the Issuer’s ordinary shares, (iii) the membership interests of the Co-Issuer, (iv) any bank account in the Cayman Islands in which the funds referred to in items (i) and (ii) above are deposited (or any interest thereon) or (v) any Margin Stock held by the Issuer (collectively, the “Excepted Property Property”) (the assets referred to in clauses (a) through (h)i) above, excluding the Excepted Property, are collectively referred to as the Collateral“Assets”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Debt and certain all other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Note or Class A-1 Loan on one hand and any other Secured Note or Class A- 1 Loan on the other by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their termsthe terms thereof, (ii) the payment of all other sums payable under this IndentureIndenture (other than distributions in respect of the Subordinated Notes), (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement, the Securities Account Control Agreement, the Master Loan Sale Agreement to which the Issuer is a party, the Credit Agreement and the Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee Collateral Agent by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Trustee Collateral Agent acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, ▇▇▇▇▇ and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Collateral Trustee, for the benefit and security of the Holders of the NotesSecured Debt, the Trustee and Collateral Manager, the Collateral Trustee, the Loan Agent, the Collateral Administrator and the Bank in each of its other capacities under the Transaction Documents (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, in each case as defined in the UCC, accounts, chattel paper, commercial tort claims, deposit accounts, documents, financial assets, general intangibles, goods, instruments, investment property, letter-of-credit rights and other property of any type or nature in which the Issuer has an interest, including all proceeds (as defined in the UCC) with respect to the foregoing: (a) the Portfolio Assets all Collateral Obligations (including, as of the Closing Date, all Collateral Obligations listed on Schedule 1 to this Indenture), Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or baileeParticipation Interests, including the Custodian) herewith Workout Loans and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof Equity Securities and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and including any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU/UK Retention Letter, the Account Agreement, the Collateral Administration Agreement, each Placement the Fiscal Agency Agreement, each Subscription Agreement, the Revolving Class A-L Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security AgreementLoan Sale Agreements, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Partiescash, and (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (he), excluding subject to the Excepted Propertyexclusions noted below, are collectively referred to as the “Assets” or the “Collateral”); provided that such grant shall not include the Preferred Shares Payment Account and any funds deposited in or credited to such account (collectively, the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Debt and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments Payments, Article IX and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Debt and any other Note Secured Debt by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments Payments, Article IX and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable to the Secured Parties under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement, the Class A-L Credit Agreement and the Loan Sale Agreements and (iv) compliance with the provisions of this IndentureIndenture and the Class A-L Credit Agreement, in each case all as provided in this Indenture (collectively, herein or the Secured Obligations)Class A-L Credit Agreement. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Collateral Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Collateral Trustee acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee Trustee, the Collateral Manager and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date Date, in Schedule 1 to this Indenture) which the Issuer causes to be Delivered delivered to the Trustee (directly or through an intermediary or bailee, including the Custodiancustodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets Collateral Obligations which are Delivered delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Master Loan Sale Agreement, (d) all Cash or Money delivered to the Trustee (or the Custodianits custodian) from any source for the benefit of the Secured PartiesParties or the Issuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights rights, goods and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this IndentureIndenture and subject to Section 10.3(e), (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Securities Account Control Agreement, the Collateral Administration Agreement and the Master Loan Sale Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments”, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, To provide for the benefit and security distribution of the Holders principal of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes Certificates in accordance with their terms, (ii) all of the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer distributable under the Collateral Administration Pooling and Servicing Agreement with respect to the Certificates and (iv) compliance with the provisions performance of the covenants contained in this IndenturePooling and Servicing Agreement, OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in each case trust and as provided in this Indenture Pooling and Servicing Agreement, without recourse and for the exclusive benefit of the Holders of the Certificates, all of OMI's right, title and interest in and to, and any and all benefits accruing to OMI from, (collectivelya) the Contracts listed in Schedule IA hereto and the Mortgage Loans (together with the Contracts, the Secured Obligations"Assets") listed in Schedule IB hereto (Schedule IA and Schedule IB shall be collectively referred to herein as "Schedule I"). The foregoing Grant shall, together with the related Asset Documents, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Assets after the Cut-off Date, including such scheduled payments received by OMI or OAC on or prior to the Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other unscheduled collections received on the Assets on and after the Cutoff Date; (b) the security interests in the Manufactured Homes, Mortgaged Properties and Real Properties granted by the Obligors pursuant to the related Assets; (c) all funds, other than investment earnings, relating to the Assets on deposit in the Certificate Account or the Distribution Account for the purpose Certificates and all proceeds thereof, whether in the form of determining cash, instruments, securities or other properties; (d) the property subject Class A-6 Liquidity Account, the Class B-1 Liquidity Account and all amounts on deposit in each; (e) any and all rights, privileges and benefits accruing to OMI under the Sales Agreement with respect to the lien of this IndentureAssets (provided that OMI shall retain its rights to indemnification from the Seller under such Sales Agreement, be deemed but also hereby conveys its rights to include any interests in any securities and any investments granted such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreement; and (f) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or on behalf FHA Insurance, or any other insurance policy relating to any of the IssuerAssets, whether cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or not such securities part or investments satisfy the Asset Eligibility Criteria or other criteria set forth are included in the definitions proceeds of Portfolio Asset or Eligible Investments, any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (f) above shall be collectively referred to herein as the case may be"Trust Estate"). The Trustee acknowledges such Grantthe foregoing, accepts the trusts hereunder in accordance with the provisions hereof, hereof and the Standard Terms and agrees to perform the duties herein in accordance with or therein required to the terms hereofbest of its ability to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer For good and valuable consideration, the receipt and sufficiency of which are hereby Grants acknowledged, Mortgagor agrees to secure (i) the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of Mortgagor (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to Mortgagor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding but excluding the obligations of Mortgagor under Section 2.1 of the Guarantee and Collateral Agreement) to the TrusteeMortgagee or any Lender (or, for in the benefit and security case of any Specified Swap Agreement, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Specified Swap Agreement, any Specified Cash Management Agreement, or any other document made, delivered or given in connection with any of the Holders foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Mortgagee or to the Lenders that are required to be paid by Mortgagor pursuant to the terms of any of the Notesforegoing agreements), and (ii) all obligations and liabilities of Mortgagor which may arise under or in connection with the Trustee Guarantee and Collateral Agreement (including, without limitation, Section 2 thereof) or any other Loan Document to which Mortgagor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Collateral Administrator Mortgagee or to the Lenders that are required to be paid by Mortgagor pursuant to the terms of this Mortgage or any other Loan Document) (collectively, the Secured Parties) (or“Obligations”); MORTGAGOR HEREBY MORTGAGES, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses belowCONVEYS, for the benefit and security of such Secured Parties only)GRANTS, except as expressly set forth belowSELLS, all of its rightBARGAINS, title and interest inCONFIRMS, to and underASSIGNS, in each caseTRANSFERS, whether now owned or existingWARRANTS AND SETS OVER TO MORTGAGEE, or hereafter acquired or arisingWITH MORTGAGE COVENANTS, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or baileeFOR THE RATABLE BENEFIT OF THE SECURED PARTIES, including the Custodian) herewith and all payments thereon or with respect theretoAND GRANTS TO MORTGAGEE, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or baileeINSOFAR AS ANY PROPERTY CONSTITUTES PERSONAL PROPERTY, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect theretoA SECURITY INTEREST IN AND TO, (b) each of the Accounts (excluding any Class A-R Prepayment Account)MORTGAGOR’S RIGHT, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.TITLE AND INTEREST IN AND TO ALL OF THE FOLLOWING:

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the exclusive benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any all of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its Issuer's right, title and interest in, in and to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as Accounts listed in the Schedule of the Closing Date which the Issuer causes to be Delivered Accounts delivered to the Trustee (directly or through an intermediary or baileepursuant to this Indenture and property acquired in respect thereof, including the Custodian) herewith related Account Documents and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered Monthly Payments that have not been received prior to the Trustee (directly or through an intermediary or bailee, including Cut-Off Date hereof regardless of the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect theretoDue Date for such Monthly Payment, (b) each of the Accounts Servicing Agreement (excluding any Class A-R Prepayment Accountincluding the right to compel performance by the Subservicer), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation Purchase and Assignment Agreement and the Side Letter Security Sale Agreement, (d) all Cash delivered cash, instruments or other property held or required to be deposited in the Trustee (or Collection Account and the Custodian) for Holding Account, including all investments made with funds in the benefit of Collection Account and the Secured Parties, Holding Account and all income from investments made with funds in the Collection Account and the Holding Account and (e) all proceeds in any way derived from any of the foregoing, including all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other assets, including, without limitation, all new Accounts originated in connection with the sale of property acquired in respect of Accounts, all insurance proceeds and condemnation awards. Additionally, the Issuer hereby Grants to the Trustee, for the exclusive benefit of each the Holders of the Class A-R NoteholderA-4 Notes, all of the Issuer’s 's right, title and interest in such and to all cash, instruments or other property held or required to be deposited in the Class A-R Noteholder’s Class A-R Prepayment A-4 Reserve Account, (f) including all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, investments made with funds in the Class A-4 Reserve Account and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined income from investments made with funds in the UCC), (g) Class A-4 Reserve Account and all proceeds in any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf way derived from any of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such . Such Grants shall not include any Excepted Property (the assets referred to in (a) through (h)are made, excluding the Excepted Propertyhowever, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction discrimination, except as provided in this Indenture, between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution and to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, secure (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, Indenture and (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture Indenture. (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth All terms used in the definitions of Portfolio Asset or Eligible Investments, as foregoing Granting Clauses that are defined in Section 1.01 are used with the case may be. meanings given in said Section.) The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, of this Indenture and agrees to perform the duties herein in accordance with required to the terms hereofend that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer For and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which are hereby Grants acknowledged, the Borrower hereby grants, transfers, bargains, sells, assigns and conveys to Trustee in trust, with power of sale and right of entry and possession, and hereby grants to the TrusteeBeneficiary, for a security interest in and upon, in and to the benefit following property and security of the Holders of the Notesrights, the Trustee and the Collateral Administrator whether now owned or held or hereafter acquired (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its "Mortgaged Property"): GRANTING CLAUSE ONE All right, title and interest inin and to the real property described on Schedule A hereto (the "Premises"). GRANTING CLAUSE TWO TOGETHER WITH any and all buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located on the Premises or any part thereof (collectively, the "Improvements"). GRANTING CLAUSE THREE TOGETHER WITH all easements, rights-of-way, strips and gores of land, streets, ways, alleys, sidewalks, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, zoning rights and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever in any way belonging, relating or pertaining to the Premises or any part thereof, and underthe reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in each casefront of or adjoining the Premises or any part thereof to the center line thereof and all the estates, whether now rights, titles, interests, dower and rights of dower, courtesy and rights of courtesy, property, possession, claim and demand whatsoever, both in law and in equity, of the Borrower of, in and to the Mortgaged Property and every part and parcel thereof, with the appurtenances thereto. GRANTING CLAUSE FOUR TOGETHER WITH all machinery, equipment, fixtures (including but not limited to all heating, ventilating, air conditioning, plumbing, lighting, communications and elevator fixtures), appliances, machinery and other property of every kind and nature whatsoever owned or existingby the Borrower, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date in which the Issuer causes to be Delivered Borrower has or shall have an interest (to the Trustee (directly extent of such interest), now or through an intermediary hereafter located upon the Mortgaged Property, or bailee, including the Custodian) herewith and all payments thereon or with respect appurtenant thereto, and usable in connection with the present or future operation and occupancy of the Mortgaged Property and all Portfolio Assets building equipment, materials and supplies of any nature whatsoever owned by the Borrower, or in which are Delivered the Borrower has or shall have an interest (to the Trustee (directly extent of such interest), now or through an intermediary hereafter located upon the Mortgaged Property, or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect appurtenant thereto, (b) each or usable in connection with the present or future operation and occupancy of the Accounts Mortgaged Property (excluding any Class A-R Prepayment Accounthereinafter collectively called the "Equipment"), and any Eligible Investments purchased with funds on deposit the right, title and interest of the Borrower in and to any of the Accounts Equipment which may be subject to any security agreements (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (gUniform Commercial Code) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to superior in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject lien to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted Deed of Trust. In connection with Equipment which is leased to the Trustee by Borrower or on behalf which is subject to a lien or security interest which is superior to the lien of this Deed of Trust, this Deed of Trust shall also cover all right, title and interest of the IssuerBorrower in and to all deposits, and the benefit of all payments now or hereafter made, with respect to such Equipment. GRANTING CLAUSE FIVE TOGETHER WITH all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Mortgaged Property, or any part thereof, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or not such securities in anticipation of the exercise of said right), or investments satisfy for a change of grade, or for any other injury to or decrease in the Asset Eligibility Criteria value of the Mortgaged Property. GRANTING CLAUSE SIX TOGETHER WITH all leases and subleases (including, without limitation, all guarantees thereof) and other agreements affecting the use, enjoyment and/or occupancy of the Mortgaged Property, or any part thereof, now or hereafter entered into, including, without limitation, the Lease (collectively, the "Leases") and all oil and gas or other criteria set forth mineral royalties, bonuses and rents, fees, charges, accounts, credit card slips and other payments for the use or occupancy of rooms and other public facilities in the definitions Mortgaged Property (including, without limitation, all guaranties, letters of Portfolio Asset credit, bonds or Eligible Investmentscash security deposited thereunder to secure performance by the tenants or subtenants thereunder to the extent not prohibited by law), as profits and proceeds from the case may be. The Trustee acknowledges such GrantMortgaged Property (collectively, accepts the trusts hereunder in accordance with "Rents") and all proceeds from the provisions hereof, sale or other disposition of the Leases and agrees the right to perform receive and apply the duties herein in accordance with Rents to the terms hereofpayment of the Secured Obligations.

GRANTING CLAUSES. The Issuer hereby Grants In order to secure to the Trustee, for Lender: (a) the benefit and security punctual payment by the Borrower of all sums due or to become due under the provisions of the Holders Mortgage Note; and (b) the payment or performance of all obligations of the Notes, Borrower under this Mortgage; and (c) the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries payment or performance of such Grant with respect to items of personal property identified in any all obligations of the sub-clauses belowBorrower under the Mortgage Note; and (d) the payment or performance of all obligations of the Borrower under any senior mortgage notes or any senior mortgages; The Borrower, for subject only to the benefit superior mortgages indicated above, pledges, assigns and grants to the Lender a security of such Secured Parties only), except as expressly set forth below, all of its interest in the following: A. the Borrower's right, title and interest inin the premises described in Schedule A‑1 hereto, including any buildings hereafter erected thereon and any improvements to such buildings (the "Mortgaged Premises"); B. all the rights, title and interest of the Borrower, if any, in and to the beds of streets, roads and avenues open or proposed, adjacent to or pertinent to the property and any easements in favor of such premises over other premises; C. any award made in the nature of compensation for condemnation or appropriation with respect to the Mortgaged Premises by any governmental body, including awards or damages in respect to matters other than a direct taking which nonetheless effect the Mortgaged Premises. The Borrower hereby assigns any such awards or damages to the Lender, and in addition, for itself and its successors and assigns, appoints the Lender and any subsequent holder of the Mortgage Note and this Mortgage its Attorney‑in‑Fact, and empowers such Attorney at his option, on behalf of the Borrower, to adjust or compromise any such claims, to collect any proceeds and underto execute in the Borrower's name any documents necessary to effect such collection. The Lender is empowered to endorse any checks representing these proceeds, and after deducting any expenses incurred in each casethe collection, whether to apply the net proceeds as a credit upon any portion of the Mortgage Loan after payment of any fees and charges due and payable (as defined in and provided for in this Mortgage); D. all fixtures or other tangible personal property now owned or existing, or hereafter acquired situated on the Mortgaged Premises or arisinginstalled or placed in the buildings located thereon including, (a) without limitation, stoves, refrigerators and similar appliances; E. all federal and state subsidy payments to which the Portfolio Assets as Borrower is or will be entitled with respect to the Mortgaged Premises; F. all rentals payable by tenants in respect to any part of the Closing Date which Mortgaged Premises and any other revenues from the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or baileeMortgaged Premises, including the Custodian) herewith fees derived from laundry and all payments thereon or with respect theretoparking facilities, and other similar facilities; G. all Portfolio Assets which are Delivered amounts payable to or recoverable by the Trustee (directly Borrower under the terms of the Construction Contract or through an intermediary any surety bond issued in connection therewith; H. all rights under and amounts recoverable under warranties as to quality or baileeperformance of any material, including part, sub‑assembly, appliance or other component part of the Custodian) in the future Mortgaged Premises; I. all reserves created pursuant to the terms hereof and of this Mortgage; J. all payments thereon proceeds of casualty or with respect thereto, (b) each other insurance on the Mortgaged Premises or any part thereof; K. the obligation of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding Borrower's members, if any, to make any Class A-R Prepayment Account), and all income from future capital contributions; L. any real estate tax rebates or refunds which the investment of funds therein and all other property standing Borrower is entitled to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined receive; M. any amounts in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above Project accounts described in Sections 7 and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described 18 herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee Trustee, the Bank, the Collateral Administrator and the Collateral Administrator Manager (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Accountof the Accounts, (c) the Collateral Management Agreement as set forth in Article 15 hereofAgreement, the Collateral Administration Agreement, each Placement Agency Agreement, each the Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Equity Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Master Loan Purchase Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments instruments, financial assets, security entitlements and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (gf) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments), (g) any commercial torts claims and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien Lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee Collateral Manager, the Trustee, the Administrator and the Collateral Administrator (collectively, the "Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only"), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existingexisting on the Closing Date, or hereafter thereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Participation Interests and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to Collateral Obligations acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU Retention Letter, the Account Control Agreement, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription the Administration Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Fiscal Agency Agreement and the Side Letter Security AgreementLoan Sale Agreements, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) ), and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral"Assets"); provided that such grants shall not include (i) the U.S.$250 transaction fee paid to the Issuer in consideration of the issuance of the Securities, (ii) the proceeds of the issuance and allotment of the Issuer’s ordinary shares, (iii) the membership interests of the Co-Issuer, (iv) any account in the Cayman Islands or elsewhere maintained in respect of the funds referred to in items (i) and (ii), together with any interest thereon and (v) the Preferred Shares Payment Account and any funds deposited in or credited to such account (the "Excluded Property"). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement and the Loan Sale Agreements and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset "Collateral Obligation" or "Eligible Investments, ," as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Indenture Trustee, for the benefit and security of the Holders of the Notes, the Trustee Notes and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth belowSeries Enhancers, all of its the Issuer's right, title and interest in, to and under, in each caseinterest, whether now owned or existinghereafter acquired, or hereafter acquired or arisingin, to and under (a) the Portfolio Assets as of the Closing Date which Receivables, (b) collections and all Recoveries allocable to the Issuer causes to be Delivered to as provided in the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Transfer and Servicing Agreement and all payments thereon monies due or with respect thereto, to become due and all Portfolio Assets which are Delivered to the Trustee (directly amounts received or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or receivable with respect thereto, (bc) each of the Accounts (excluding any Class A-R Prepayment Account), and any all Eligible Investments purchased with funds on deposit in any of and all monies, investment properties, instruments and other property credited to the Collection Account, the Series Accounts (excluding any Class A-R Prepayment and the Special Funding Account), and all interest, dividends, earnings, income and other distributions from the 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 of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreementpurchased at a discount), (d) all Cash delivered rights, remedies, powers, privileges and claims of the Issuer under or with respect to any Series Enhancement, the Trust Agreement or the Transfer and Servicing Agreement (whether arising pursuant to the Trustee (terms of such Enhancement Agreement, the Trust Agreement or the Custodian) Transfer and Servicing Agreement or otherwise available to the Issuer at law or in equity), including the rights of the Issuer to enforce such Enhancement Agreement, the Trust Agreement or the Transfer and Servicing Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Series Enhancement, the Trust Agreement or the Transfer and Servicing Agreement to the same extent as the Issuer could but for the assignment and security interest granted to the Indenture Trustee for the benefit of the Secured PartiesNoteholders, (e) the property conveyed to the Issuer under any Participation Interest Supplement and the right to receive Recoveries attributed to cardholder charges for merchandise and services in the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment AccountAccounts, (f) all money, accounts, general intangibles, chattel paper, Deposit Accountsinstruments, general intangiblesdocuments, instruments and 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 proceeds of any derivative contracts between the Issuer or the Transferor and a counterparty, as described in an Indenture Supplement, (h) all other property of the Issuer, and (i) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all letterpayments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds, products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash or other property, all cash and non-of-credit rights cash proceeds, and other supporting obligations property consisting of, arising from or relating to all or any part of any of the foregoing foregoing; in each case, excluding the Transferor Interest and all amounts distributable to the Holders of any Certificates pursuant to the terms of any Transaction Document (in each case as such capitalized terms are defined in the UCC), (gherein) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations"Collateral"). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee Trustee, the Bank, the Portfolio Manager, the Administrator, each Hedge Counterparty (if any) and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, all personal property and real property of the Issuer, in each case, whether now owned or existing, or hereafter acquired or arisingarising and wherever located including, without limitation, (a) the Portfolio Assets as of Collateral Obligations, the Closing Date Loss Mitigation Obligations, the Specified Defaulted Obligations and the Specified Equity Securities which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets Collateral Obligations, Loss Mitigation Obligations, Specified Defaulted Obligations and Specified Equity Securities which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) subject to the rights of the Hedge Counterparty therein, each Hedge Counterparty Collateral Account, and any Eligible Investments purchased with funds on deposit therein, and all income from the investment of funds therein, (d) the Portfolio Management Agreement as set forth in Article 15 XV hereof, the Hedge Agreements, the Administration Agreement, the Risk Retention Letter, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment JCP BDC SPV Sale Agreement and the Side Letter Security Master Loan Sale Agreement, (de) all Cash delivered or Money Delivered to the Trustee (or the Custodianits bailee) from any source for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, Parties or the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountscommodity accounts, commodity contracts, deposit accounts, equipment, farm products, financial assets, fixtures, general intangibles, instruments and goods, instruments, inventory, investment property, and all letter-of-credit rights rights, manufactured homes, money, payment intangibles, promissory notes and other all supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments), (h) any Equity Securities received by the Issuer and (hi) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Propertyi) above, are collectively referred to as the Collateral“Assets”); provided that such Grants shall not include the U.S.$250 transaction fee paid to the Issuer in consideration of the issuance of the Notes, the funds attributable to the issuance and allotment of the Issuer’s ordinary shares or the bank account in the Cayman Islands in which such funds are deposited (or any interest thereon) (collectively, the “Excepted Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Debt and any other Note Secured Debt by reason of difference in time of issuance issuance, incurrence or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Portfolio Management Agreement, the Account Control Agreement and the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the “Secured Obligations”). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Trustee acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee and Collateral Manager, the Trustee, the Collateral Administrator and the Bank in each of its other capacities under the Transaction Documents (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, in each case as defined in the UCC, accounts, chattel paper, commercial tort claims, deposit accounts, documents, financial assets, general intangibles, goods, instruments, investment property, letter-of-credit rights and other property of any type or nature in which the Issuer has an interest, including all proceeds (as defined in the UCC) with respect to the foregoing: (a) the Portfolio Assets all Collateral Obligations (including, as of the Closing Date, all Collateral Obligations listed on Schedule 1 to this Indenture), Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or baileeParticipation Interests, including the Custodian) herewith Workout Loans and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof Equity Securities and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and including any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU/UK Retention Letter, the Account Agreement, the Collateral Administration Agreement, each Placement the Fiscal Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security AgreementLoan Sale Agreements, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Partiescash, and (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (he), excluding subject to the Excepted Propertyexclusions noted below, are collectively referred to as the “Assets” or the “Collateral”); provided that such grant shall not include the Preferred Shares Payment Account and any funds deposited in or credited to such account (collectively, the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments Payments, Article IX and Article 13 XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Notes and any other Note Secured Notes by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Payments, Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.IX and

GRANTING CLAUSES. The Issuer hereby Grants to the Indenture Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any all of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its Issuer's right, title and interest in, to and under, in each caseinterest, whether now owned or existinghereafter acquired, or hereafter acquired or arisingin, to and under (a) the Portfolio Assets as of the Closing Date which the Issuer causes Receivables, (b) Interchange and Recoveries related to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon money, instruments, investment property and other property distributed or distributable in respect of (together with respect theretoall earnings, dividends, distributions, income, issues, and all Portfolio Assets which are Delivered to profits relating to) the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future Receivables pursuant to the terms hereof of the Transfer and Servicing Agreement, this Indenture and any Indenture Supplement, (c) all Eligible Investments and all payments thereon or with respect theretomoney, (b) each of the Accounts (excluding any Class A-R Prepayment Account)investment property, instruments and any Eligible Investments purchased with funds other property on deposit in from time to time in, credited to or related to the Collection Account, the Series Accounts and the Special Funding Account (including any subaccounts of the Accounts (excluding any Class A-R Prepayment Accountsuch account), and all interest, dividends, earnings, income and other distributions from the 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 of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreementpurchased at a discount), (d) all Cash delivered rights, remedies, powers, privileges and claims of the Issuer under or with respect to any Series Enhancement or the Transfer and Servicing Agreement (whether arising pursuant to the Trustee (terms of such Series Enhancement or the Custodian) Transfer and Servicing Agreement or otherwise available to the Issuer at law or in equity), including, without limitation, the rights of the Issuer to enforce such Series Enhancement or the Transfer and Servicing Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Series Enhancement or the Transfer and Servicing Agreement to the same extent as the Issuer could but for the assignment and security interest granted to the Indenture Trustee for the benefit of the Secured PartiesNoteholders, (e) for the exclusive benefit all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of each Class A-R Noteholderdeposit, letters of credit, and advices of credit belonging to the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to property of the foregoing (in each case as defined in the UCC)Issuer, (g) all present and future claims, demands, causes and chose in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds, products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash or other property, all cash and non-cash proceeds, and other property otherwise delivered consisting of, arising from or relating to the Trustee (directly all or through an intermediary or bailee, including the Custodian) by or on behalf any part of any of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) foregoing, and (h) all any proceeds with respect to of the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h)each case, excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Transferor Interest and certain other all amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution distributable to the Class A-R Noteholders Holders of any Certificates pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to terms of any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (iTransaction Document) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations"COLLATERAL"). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any all of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its Issuer's right, title and interest in, in and to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets Financed Student Loans listed in the Schedule of Financed Student Loans (as such Schedule may be amended or supplemented from time to time including, but not limited to for purposes of adding any Exchanged Student Loans acquired by the Trust during the Exchange Period) and all obligations of the Closing Obligors thereunder including all moneys paid thereunder (other than Interest Subsidy Payments and Special Allowance Payments payable through the Cut-off Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect theretoto the Exchanged Student Loans, the applicable Subsequent Cut-off Date)), and all Portfolio Assets which are Delivered to written communications received by the Trustee Transferor with respect thereto and still retained by the Transferor in accordance with its retention policies (directly including borrower correspondence, notices of death, disability or through an intermediary bankruptcy and requests for deferrals or baileeforbearance), including after the Custodian) in close of business on the future pursuant to the terms hereof and all payments thereon applicable Cutoff Date (or with respect theretoto the Exchanged Student Loans, after the applicable Subsequent Cut-off Date), (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with all funds on deposit from time to time in any of the Trust Accounts (excluding any Class A-R Prepayment other than the Certificate Distribution Account and the Certificate Monthly Advance Account), ) and in all investments and proceeds thereof (including all income from the investment of funds therein and all other property standing to the credit of each such Accountthereon), (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit proceeds of the Secured Partiesforegoing, (e) for including without limitation any proceeds of the exclusive benefit conversion, voluntary or involuntary, of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to any of the foregoing (into cash or other liquid property. Such Grants are made, however, in each case as defined in the UCC)trust, (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this IndentureNotes, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction distinction, between any Note and any other Note by reason of difference in time of issuance or otherwise; provided thatprovided, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to however, that the Class A-R Noteholders pursuant B Notes are subordinated to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay all amounts owed to any Secured Parties other than owing on the Class A-R Noteholders. The Grant is made to secureA Notes as described herein, in accordance with the priorities set forth in the Priority of Payments Indenture or any other Basic Document, and Article 13 of this Indenture, to secure (i) the payment of all amounts due on the Notes Notes, as such amounts become due in accordance with their terms, (ii) the payment of all other sums payable under this the Indenture, this First Terms Supplement, or any other Basic Document with respect to the Notes and (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this the Indenture, in each case this First Terms Supplement or any other Basic Document with respect to the Notes, all as provided in the Indenture and this Indenture (collectively, the Secured Obligations)First Terms Supplement. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Indenture Trustee acknowledges such GrantGrants, accepts the trusts hereunder in accordance with the provisions hereof, hereof and of the Indenture and agrees to perform the duties herein in accordance with the terms hereofor therein required.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, To provide for the benefit and security distribution of the Holders principal of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes Certificates in accordance with their terms, (ii) all of the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer distributable under the Collateral Administration Pooling and Servicing Agreement with respect to the Certificates and (iv) compliance with the provisions performance of the covenants contained in this IndenturePooling and Servicing Agreement, the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in each case trust and as provided in this Indenture Pooling and Servicing Agreement, without recourse and for the exclusive benefit of the Holders of the Certificates, all of the Depositor’s right, title and interest in and to, and any and all benefits accruing to the Depositor from, (collectivelya) the Assets listed in Schedule I hereto, together with the related Asset Documents, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Assets after the Cut-off Date, including such scheduled payments received by the Depositor or Seller on or prior to the Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other unscheduled collections received on the Assets on and after the Cut-off Date; (b) the security interests in the Mortgaged Properties granted by the Obligors pursuant to the related Assets; (c) all funds, other than investment earnings, relating to the Assets on deposit in the Certificate Account or the Distribution Account for the Certificates and all proceeds thereof, whether in the form of cash, instruments, securities or other properties; (d) the Class _________ Liquidity Account, the Secured Obligations). The foregoing Grant shallClass _______ Liquidity Account and all amounts on deposit in each; (e) any and all rights, for the purpose of determining the property subject privileges and benefits accruing to the lien of this IndentureDepositor under the Sales Agreement with respect to the Assets (provided that the Depositor shall retain its rights to indemnification from the Seller under such Sales Agreement, be deemed but also hereby conveys its rights to include any interests in any securities and any investments granted such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreement; and (f) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or on behalf FHA Insurance, or any other insurance policy relating to any of the IssuerAssets, whether cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or not such securities part or investments satisfy the Asset Eligibility Criteria or other criteria set forth are included in the definitions proceeds of Portfolio Asset or Eligible Investments, any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (f) above shall be collectively referred to herein as the case may be“Trust Estate”). The Trustee acknowledges such Grantthe foregoing, accepts the trusts hereunder in accordance with the provisions hereof, hereof and the Standard Terms and agrees to perform the duties herein in accordance with or therein required to the terms hereofbest of its ability to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee and Collateral Manager, the Trustee, the Administrator, the Collateral Administrator and the Bank in each of its other capacities under the Transaction Documents (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, in each case as defined in the UCC, accounts, chattel paper, commercial tort claims, deposit accounts, documents, financial assets, general intangibles, goods, instruments, investment property, letter-of-credit rights and other property of any type or nature in which the Issuer has an interest, including all proceeds (as defined in the UCC) with respect to the foregoing: (a) the Portfolio Assets all Collateral Obligations (including, as of the Closing Date, all Collateral Obligations listed on Schedule I to this Indenture), Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or baileeParticipation Interests, including the Custodian) herewith Workout Loans and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof Equity Securities and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and including any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU Retention Letter, the Account Agreement, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription the Administration Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Fiscal Agency Agreement and the Side Letter Security Loan Sale Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Partiescash, and (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (he), excluding subject to the Excepted Propertyexclusions noted below, are collectively referred to as the “Assets” or the “Collateral”); provided that such grants shall not include (i) the U.S.$250 transaction fee paid to the Issuer in consideration of the issuance of the Securities, (ii) the proceeds of the issuance and allotment of the Issuer’s ordinary shares, (iii) the membership interests of the Co-Issuer, (iv) any account in the Cayman Islands or elsewhere maintained in respect of the funds referred to in items (i) and (ii), together with any interest thereon and (v) the Preferred Shares Payment Account and any funds deposited in or credited to such account (collectively, the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments Payments, Article IX and Article 13 XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments Payments, Article IX and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable to the Secured Parties under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement and the Loan Sale Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer For good and valuable consideration, the receipt and sufficiency of which are hereby Grants acknowledged, Grantor agrees that to secure all obligations and liabilities of the Grantor in respect of: (1) the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and reimbursement obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the TrusteeGrantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the benefit Loans, the reimbursement obligations, and security all other obligations and liabilities of the Holders Grantor to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, the Loans, the Letters of Credit, the other Loan Documents, any Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank Products Agreement (as defined in the Intercreditor Agreement) entered into with any Person who was at the time of entry into such agreement a Lender or affiliate of any Lender (provided notice of such Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank Products Agreement (as defined in the Intercreditor Agreement) was provided to Beneficiary, as Administrative Agent and Collateral Agent) or otherwise a Term Hedging Affiliate (as defined in the Intercreditor Agreement), any Guarantee Obligations of CCMG Corporation, a Delaware corporation (“CCMGC”), or any Domestic Subsidiary as to which any Secured Party is a beneficiary, the provision of cash management services by any Lender or an Affiliate thereof to the Parent Borrower or any subsidiary thereof, the Brazil Guaranty (as defined in the Intercreditor Agreement) or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, amounts payable in connection with the provision of such cash management services or a termination of any transaction entered into pursuant to any such Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank Products Agreement (as defined in the Intercreditor Agreement), fees, indemnities, costs, expenses or otherwise (including all reasonable out-of-pocket fees, expenses and disbursements of counsel to the Administrative Agent, Collateral Agent or any other Secured Party that are required to be paid by the Grantor pursuant to the terms of the Notes, the Trustee and the Collateral Administrator Credit Agreement or any other Loan Document) (collectively, the Secured Parties“Term Obligations”) and (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a2) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee Euro MTN Obligations (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (gIntercreditor Agreement) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets Term Obligations and the Euro MTN Obligations are referred to in (a) through (h), excluding the Excepted Property, are collectively referred to herein as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture“Obligations”) GRANTOR HEREBY GRANTS TO TRUSTEE A LIEN UPON AND A SECURITY INTEREST IN, the Notes are secured by the Grant equally and ratably without prejudiceAND HEREBY MORTGAGES, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided thatGIVES, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secureGRANTS, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this IndentureBARGAINS, (i) the payment of all amounts due on the Notes in accordance with their termsSELLS, (ii) the payment of all other sums payable under this IndentureCONVEYS AND CONFIRMS, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this IndentureASSIGNS, in each case as provided in this Indenture (collectivelyTRANSFERS AND SETS OVER, the Secured Obligations). The foregoing Grant shallWITH POWER OF SALE, for the purpose of determining the property subject to the lien of this IndentureTO TRUSTEE AND TO ITS SUCCESSORS AND ASSIGNS FOR THE BENEFIT AND SECURITY OF BENEFICIARY FOREVER, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.SUBJECT ONLY TO THE PERMITTED EXCEPTIONS:

GRANTING CLAUSES. The Issuer Owner Trustee, on behalf of the Issuer, hereby Grants to the Indenture Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each caseinterest, whether now owned or existinghereafter acquired, or hereafter acquired or arisingin, to and under (a) the Portfolio Assets as Receivables, (b) Interchange and Recoveries related to and all money, instruments, investment property and other property (together with all earnings, dividends, distributions, income, issues, and profits relating to) distributed or distributable in respect of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future Receivables pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Transfer and Servicing Agreement, this Indenture and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such AccountIndenture Supplement, (c) all Eligible Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to or related to the Collateral Management Agreement as set forth in Article 15 hereofCollection Account, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement Series Accounts and the Side Letter Security AgreementSpecial Funding Account (including any subaccounts of 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), (d) all Cash delivered to rights, remedies, powers, privileges and claims of the Owner Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly Issuer under or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to any Series Enhancement or the foregoing; provided that such Grants shall not include any Excepted Property Transfer and Servicing Agreement (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders whether arising pursuant to the Revolving Credit Note terms of such Series Enhancement or the Transfer and Servicing Agreement and shall not be or otherwise available to the Owner Trustee or Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secureat law or in equity), in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indentureincluding, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectivelywithout limitation, the Secured Obligations). The foregoing Grant shallrights of the Owner Trustee, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether to enforce such Series Enhancement or the Transfer and Servicing Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Series Enhancement or the Transfer and Servicing Agreement to the same extent as the Owner Trustee on behalf of the Issuer could but for the assignment and security interest granted to the Indenture Trustee for the benefit of the Noteholders, (e) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit belonging to the Issuer or the Owner Trustee, not such securities in its individual capacity, but solely as owner trustee on behalf of the Issuer, (f) the Preferred Stock, (g) all other property of the Issuer or investments satisfy the Asset Eligibility Criteria Owner Trustee, not in its individual capacity, but solely as owner trustee on behalf of the Issuer, (h) all present and future claims, demands, causes and chose in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds, products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash or other criteria set forth in the definitions of Portfolio Asset or Eligible Investmentsproperty, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereofall cash and non-cash proceeds, and agrees other property consisting of, arising from or relating to perform all or any part of any of the duties herein foregoing, and (i) any proceeds of the foregoing; in accordance with each case, excluding the Transferor Amount and all amounts distributable to the Holders of the Transferor Certificates pursuant to the terms hereofof any Transaction Document (collectively, the "Collateral").

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Collateral Manager, the Trustee and the Collateral Administrator (collectively, the "Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only"), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existingexisting on the Closing Date, or hereafter thereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Participation Interests and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to Collateral Obligations acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU/UK Retention Letter, the Account Control Agreement, the Collateral Administration Agreement, each Placement the Fiscal Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Master Transfer Agreement, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) ); and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral"Assets"); provided that such grant shall not include the Preferred Shares Payment Account and any funds deposited in or credited to such account (the "Excluded Property"). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Notes and any other Note Notes by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement the Master Transfer Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset "Collateral Obligation" or "Eligible Investments, ," as the case may be. The Trustee acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth belowNoteholders, all of its the Issuer's right, title and interest in, in and to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets Financed Student Loans listed in the Schedule of Financed Student Loans (as such Schedule may be amended or supplemented from time to time including, but not limited to, for purposes of adding any Subsequent Financed Student Loans acquired by the Trust during the Subsequent Finance Period) and all obligations of the Closing Date which the Issuer causes to be Delivered Obligors thereunder including all moneys paid thereunder (other than Interest Subsidy Payments and Special Allowance Payments payable to the Trustee Cut-off Date (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect theretoto the Subsequent Financed Student Loans, through the applicable Subsequent Cut-off Date)), and all Portfolio Assets which are Delivered to written communications received by the Trustee Transferor with respect thereto and still retained by the Transferor in accordance with its retention policies (directly including borrower correspondence, notices of death, disability or through an intermediary bankruptcy and requests for deferrals or baileeforbearance), including on or after the Custodian) in the future pursuant to the terms hereof and all payments thereon Cutoff Date (or with respect theretoto the Subsequent Financed Student Loans, after the applicable Subsequent Cut-off Date), (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with all funds on deposit from time to time in any of the Trust Accounts (excluding any Class A-R Prepayment other than the Certificate Distribution Account and the Certificate Quarterly Advance Account), ) and in all investments and proceeds thereof (including all income from the investment of funds therein and all other property standing to the credit of each such Accountthereon), (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit proceeds of the Secured Partiesforegoing, (e) for including without limitation any proceeds of the exclusive benefit conversion, voluntary or involuntary, of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to any of the foregoing (into cash or other liquid property. Such Grants are made, however, in each case as defined in the UCC)trust, (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this IndentureNotes, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction distinction, between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to provided, however, that the Class A-R Noteholders pursuant B Notes are subordinated to all amounts owing on the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties Class A Notes (other than the Class A-R Noteholders. The Grant is made to secure' Interest Carryover) as described herein, in accordance with the priorities set forth in the Priority of Payments Indenture or any other Basic Document; and Article 13 of this Indenture, to secure (i) the payment of all amounts due on the Notes Notes, as such amounts become due in accordance with their terms, (ii) the payment of all other sums payable under this the Indenture, this First Terms Supplement, or any other Basic Document with respect to the Notes and (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this the Indenture, in each case this First Terms Supplement or any other Basic Document with respect to the Notes, all as provided in the Indenture and this Indenture (collectively, the Secured Obligations)First Terms Supplement. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, hereof and of the Indenture and agrees to perform the duties herein in accordance with the terms hereofor therein required.

GRANTING CLAUSES. The Issuer hereby Grants to the Collateral Trustee, for the benefit and security of the Holders of the NotesSecured Debt, the Trustee Collateral Trustee, the Collateral Manager, the Loan Agent and the Collateral Administrator (collectively, the "Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only"), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arisingarising any and all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights, documents, goods and supporting obligations and other assets in which the Issuer has an interest and specifically including: (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date Date, in Schedule 1 to this Indenture) which the Issuer causes to be Delivered delivered to the Collateral Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets Collateral Obligations which are Delivered delivered to the Collateral Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription any Credit Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Securities Account Control Agreement, the Master Participation and Assignment Loan Sale Agreement and the Side Letter Security Agreement, Collateral Administration Agreement (d) all Cash delivered to the Trustee (or the Custodian) for the benefit Money of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities or Permitted Collateral Obligations received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and payment intangibles, instruments, investment property, and all letter-of-credit rights rights, securities, money, documents, goods, commercial tort claims and securities entitlements, and other supporting obligations relating to the foregoing (in each case as such terms are defined in the UCC), (g) any other property otherwise delivered to the Collateral Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations, Equity Securities or Eligible Investments) ); and (h) all proceeds (as defined in the UCC) with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral"Assets"). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Debt, the Issuer's other obligations to the Secured Parties under this Indenture, the other Transaction Documents, and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Debt and any other Note Secured Debt by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, any Credit Agreement, the Collateral Administration Agreement and the Master Loan Sale Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture herein (collectively, the "Secured Obligations"). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Collateral Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset "Collateral Obligation" or "Eligible Investments", as the case may be. The Collateral Trustee acknowledges such GrantG▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the its duties expressly stated herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee Trustee, the Collateral Manager and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date Date, in Schedule 1 to this Indenture) which the Issuer causes to be Delivered delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets Collateral Obligations which are Delivered delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Master Loan Sale Agreement, (d) all Cash or Money delivered to the Trustee (or the Custodianits bailee) from any source for the benefit of the Secured PartiesParties or the Issuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Securities Account Control Agreement, the Collateral Administration Agreement and the Master Loan Sale Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments”, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders Noteholders and for the benefit of the NotesTrustee, the Trustee Collateral Administrator, each Paying Agent, the Collateral Manager, the Hedge Counterparties and the Collateral Administrator Securities Intermediary (collectively, including the Trustee on behalf of the Noteholders, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, a first priority security interest in all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, all Money, instruments, accounts, general intangibles, letters of credit, deposit accounts, chattel paper, goods, documents, investment property and other property and rights consisting of, arising from or relating to the following: (a) the Portfolio Assets as of the Closing Date which the Issuer causes Initial Collateral Interests (listed in Schedule I to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodianthis Indenture) herewith and all payments payments, proceeds, earnings, distributions, interest, dividends (whether of cash, securities, instruments or other property) thereon or with respect thereto, thereto and all Portfolio Assets Collateral Interests (including all Initial Collateral Interests listed in Schedule I to this Indenture (if any) and all Additional Collateral Interests, whether or not any of the same may become at any time or times Credit Risk Interests or Impaired Interests) which are Delivered may be delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Custodial Account, (c) the Payment Account, the Collection Account, the Uninvested Proceeds Account, the Expense Reserve Account, the Future Funding Asset Account, the Hedge Termination Receipts Account, and all investment property, money, instruments and other property credited to or carried in such accounts including, without limitation, the Eligible Investments, (d) the Issuer’s rights, remedies, powers, privileges and claims under or with respect to the Hedge Agreements and the CDO Servicing Agreement, (e) the Issuer’s rights, remedies, powers, privileges and claims under or with respect to the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (df) all Cash or Money delivered to the Trustee (or the Custodian) for the benefit of the Secured Partiesits bailee), (eg) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Accountrights, remedies, powers, privileges and claims under or with respect to the Asset Transfer Agreements, (fh) all accounts, general intangibles, chattel paper, Deposit Accountsinstruments, general intangiblesdocuments, instruments and investment propertymoney, and all deposit accounts, goods, letters-of- credit, letter-of-credit rights rights, oil, gas, and other supporting obligations minerals, and investment property consisting of, arising from, or relating to any of the foregoing foregoing, (i) all other assets of the Issuer other than transaction fees payable to the Issuer and its share capital on account of its ordinary shares held in its bank account in the Cayman Islands, together with, in each case case, interest thereon, such bank account in the Cayman Islands and the Preferred Shares Collection Account and all funds credited to or deposited in such account, and (j) all proceeds, profits, rents, products, earnings, interest, dividends (whether in the form of cash, securities, instruments or other property), distributions (whether of rights, options, stock, warrants, securities or other property) of any of the foregoing; provided, that such security interest shall not extend to any property, cash or other amounts specifically released from the lien of this Indenture or otherwise to be paid to the Issuer in accordance with the terms hereof or to any Retained Rights (as defined in the UCCAsset Transfer Agreements), (g) any other property otherwise delivered to . The collateral described in the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively preceding sentence is referred to as the “Collateral). The above Grant of Collateral is made .” Such Grants are made, however, in favor of the Trustee to hold in trust trust, to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant Hedge Agreements equally and ratably without prejudice, priority or distinction distinction, except as expressly provided in this Indenture, between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution and to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, secure in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, : (i) the payment of all amounts due on the Notes and the Hedge Agreements in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) Indenture and the payment of Hedge Agreements and all amounts owing by payable to the Issuer Collateral Manager under the Collateral Administration Agreement Management Agreement, and (iviii) compliance with the provisions of this IndentureIndenture and the Collateral Management Agreement, in each case all as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee hereby acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms provisions hereof, to the best of its ability such that the interests of the Noteholders and the Hedge Counterparties may be adequately and effectively protected. Except to the extent otherwise provided in this Indenture, the Issuer does hereby constitute and irrevocably appoint the Trustee the true and lawful attorney of the Issuer, with full power (in the name of the Issuer or otherwise), to exercise all rights of the Issuer with respect to the Collateral held for the benefit and security of the Secured Parties and to ask, require, demand, receive, settle, compromise, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of any of the Collateral held for the benefit and security of the Secured Parties, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Trustee may deem to be necessary or advisable in the premises. The power of attorney granted pursuant to this Indenture and all authority hereby conferred are granted and conferred solely to protect the Trustee’s interest in the Collateral held for the benefit and security of the Secured Parties and shall not impose any duty upon the Trustee to exercise any power. This power of attorney shall be irrevocable as one coupled with an interest prior to the payment in full of all the obligations secured hereby.

GRANTING CLAUSES. The Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit and security of the Holders of the Notes, Bonds to secure the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any obligations of the sub-clauses belowIssuer hereunder, for the benefit a senior lien and security of such Secured Parties only), except as expressly set forth below, interest in all of its the Issuer's right, title and interest in, in and to any and under, in each case, whether now owned or existing, or hereafter acquired or arising, all benefits accruing to the Issuer from (a) the Portfolio Assets Mortgage Loans listed in the Schedule of Mortgage Collateral annexed to this Indenture as of the Closing Date which the Issuer causes to be Delivered Schedule I (with respect to the Trustee (directly or through an intermediary or baileeBonds, including the Custodian) herewith "Pledged Mortgage Loans"), and all payments thereon from and after the Cut-off Date, together with the related Mortgage Files and Servicing Files and the Issuer's interest in any Mortgaged Property that secured any such Mortgage Loan but which is acquired by foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date (collectively, with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or baileeBonds, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, "Mortgage Collateral"); (b) each the rights of the Accounts Issuer to enforce remedies against the Master Servicer or the Special Servicer under the Servicing Agreement, against the Administrator under the Administration Agreement (excluding any Class A-R Prepayment Accountprovided that the Issuer retains the right to give instructions and directions to the Administrator thereunder), and any Eligible Investments purchased with funds on deposit in any against the Depositor under the Deposit Trust Agreement and, as assignee of the Accounts (excluding any Class A-R Prepayment Account)Depositor, and all income from against the investment of funds therein and all other property standing to Seller under the credit of each such Account, Mortgage Loan Purchase Agreement; (c) the Collateral Management Agreement as set forth Bond Account; (d) the Collection Account; (e) all present and future claims, demands, causes and choses in Article 15 hereofaction in respect of the foregoing, including the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, rights of the Issuer Contribution Agreementunder the Pledged Mortgage Loans; and (f) all proceeds of the foregoing of every kind and nature whatsoever, including, without limitation, all proceeds of the Issuer Account Control Agreementconversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the Master Participation and Assignment Agreement and proceeds of any of the Side Letter Security Agreementforegoing (the foregoing items (a), (b), (c), (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties), (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, and (f) all accountscollectively, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (Bonds, the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral"Trust Estate"). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, of this Indenture and agrees to perform the duties herein required. AND IT IS HEREBY COVENANTED AND DECLARED that the Bonds are to be authenticated and delivered by the Indenture Trustee, that the Trust Estate is to be held by or on behalf of the Indenture Trustee and that monies in accordance the Trust Estate are to be applied by the Indenture Trustee for the benefit of the Bondholders, subject to the further covenants, conditions and trusts hereinafter set forth, and the Issuer does hereby represent and warrant, and covenant and agree, to and with the terms hereof.Indenture Trustee, for the equal and proportionate benefit and security of each Bondholder, as follows:

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arisingarising (other than Excepted Assets), (a) the Portfolio Assets as Collateral Debt Securities listed in the Schedule of Closing Date Collateral Debt Securities which the Issuer purchases on the Closing Date which the Issuer and causes to be Delivered delivered to the Trustee (directly or through an intermediary agent or bailee) herewith, including the Custodian) herewith and all payments thereon or with respect thereto, thereto and all Portfolio Assets Collateral Debt Securities which are Delivered delivered to the Trustee (directly or through an intermediary agent or bailee, including ) after the Custodian) in the future Closing Date pursuant to the terms hereof (including the Collateral Debt Securities listed, as of the Effective Date, on the Schedule of Closing Date Collateral Debt Securities delivered by the Issuer pursuant to Section 7.17) and all payments thereon or with respect thereto, (b) each the rights of the Accounts Issuer under each Hedge Agreement, (excluding any Class A-R Prepayment c) the Collection Accounts, the Payment Account), the Expense Account, the Unused Proceeds Account, the Delayed Funding Obligations Account, the Custodial Account, each Hedge Termination Account, each Hedge Collateral Account and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), related security entitlements and all income from the investment of funds therein and all other property standing to in any of the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreementforegoing, (d) the Eligible Investments, (e) the rights of the Issuer under the Collateral Management Agreement, each Collateral Debt Securities Purchase Agreement (including any Collateral Debt Securities Purchase Agreement entered into after the Closing Date) and the Servicing Agreement, (f) all Cash or Money delivered to the Trustee (or the Custodianits bailee) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or baileea securities intermediary) (g) all other investment property, including the Custodian) by or on behalf of accounts, instruments and general intangibles in which the Issuer (including any has an interest, other securities or investments not listed above and whether or not constituting Portfolio than the Excepted Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing clauses (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collaterala)-(g). The above Grant of Collateral collateral described in the foregoing clauses (a)-(h) is made referred to herein as the "Assets." Such Grants are made, however, in favor of the Trustee to hold in trust trust, to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in each Hedge Agreement, subject to the Priority of Payments and Article 13 of this IndenturePayments, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; , except as expressly provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, and to secure (i) the payment of all amounts due on and in respect of the Notes and each Hedge Agreement in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, Indenture and (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectivelyIndenture. For the avoidance of doubt, the Secured Obligations)Assets shall not include the Excepted Assets. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this IndentureIndenture (but not for the purpose of determining compliance with any of the Coverage Tests or compliance by the Issuer with any of the other provisions hereof), be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the IssuerIssuer to the Trustee for the benefit of the Secured Parties, whether or not such securities or such investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset "Collateral Debt Security" or "Eligible Investments, Investment," as the case may be. Except to the extent otherwise provided in this Indenture, this Indenture shall constitute a security agreement under the laws of the State of New York applicable to agreements made and to be performed therein, for the benefit of the Noteholders and each Hedge Counterparty. Upon the occurrence and during the continuation of any Event of Default hereunder, and in addition to any other rights available under this Indenture or any other Assets held for the benefit and security of the Noteholders and each Hedge Counterparty or otherwise available at law or in equity but subject to the terms hereof, the Trustee shall have all rights and remedies of a secured party on default under the laws of the State of New York and other applicable law to enforce the assignments and security interests contained herein and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law and the terms of this Indenture, to sell or apply any rights and other interests assigned or pledged hereby in accordance with the terms hereof at public and private sale. The Trustee acknowledges such GrantGrants, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with with, and subject to, the terms hereof, in order that the interests of the Noteholders and each Hedge Counterparty, as applicable, may be adequately and effectively protected in accordance with this Indenture.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, To provide for the benefit and security distribution of the Holders principal of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes Certificates in accordance with their terms, (ii) all of the payment of all other sums payable under this Indenture, (iii) the payment of amounts owing by the Issuer distributable under the Collateral Administration Pooling and Servicing Agreement with respect to the Certificates and (iv) compliance with the provisions performance of the covenants contained in this IndenturePooling and Servicing Agreement, OMI hereby bargains, sells, conveys, assigns and transfers to the Trustee, in each case trust and as provided in this Indenture Pooling and Servicing Agreement, without recourse and for the exclusive benefit of the Holders of the Certificates, all of OMI's right, title and interest in and to, and any and all benefits accruing to OMI from, (collectivelya) the Contracts listed in Schedule IA hereto and the Mortgage Loans (together with the Contracts, the Secured Obligations"Assets") listed in Schedule IB hereto (Schedule IA and Schedule IB shall be collectively referred to herein as "Schedule I"). The foregoing Grant shall, together with the related Asset Documents, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Assets after the Cut-off Date, including such scheduled payments received by OMI or OAC on or prior to the Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other unscheduled collections received on the Assets on and after the Cutoff Date; (b) the security interests in the Manufactured Homes, Mortgaged Properties and Real Properties granted by the Obligors pursuant to the related Assets; (c) all funds, other than investment earnings, relating to the Assets on deposit in the Certificate Account or the Distribution Account for the purpose Certificates and all proceeds thereof, whether in the form of determining cash, instruments, securities or other properties; (d) any and all rights, privileges and benefits accruing to OMI under the property subject Sales Agreement with respect to the lien of this IndentureAssets (provided that OMI shall retain its rights to indemnification from the Seller under such Sales Agreement, be deemed but also hereby conveys its rights to include any interests in any securities and any investments granted such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreement; and (e) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or on behalf FHA Insurance, or any other insurance policy relating to any of the IssuerAssets, whether cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or not such securities part or investments satisfy the Asset Eligibility Criteria or other criteria set forth are included in the definitions proceeds of Portfolio Asset or Eligible Investments, any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (e) above shall be collectively referred to herein as the case may be"Trust Estate"). The Trustee acknowledges such Grantthe foregoing, accepts the trusts hereunder in accordance with the provisions hereof, hereof and the Standard Terms and agrees to perform the duties herein in accordance with or therein required to the terms hereofbest of its ability to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the exclusive benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any all of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its Issuer's right, title and interest in, in and to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a) the Portfolio Assets as Accounts listed in the Schedule of the Closing Date which the Issuer causes to be Delivered Accounts delivered to the Trustee (directly or through an intermediary or baileepursuant to this Indenture and property acquired in respect thereof, including the Custodian) herewith related Account Documents and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered Monthly Payments that have not been received prior to the Trustee (directly or through an intermediary or bailee, including Cut-Off Date hereof regardless of the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect theretoDue Date for such Monthly Payment, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such AccountServicing Agreement, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation Purchase and Assignment Agreement and the Side Letter Security Sale Agreement, (d) all Cash delivered cash, instruments or other property held or required to be deposited in the Trustee (or Collection Account and the Custodian) for Holding Account, including all investments made with funds in the benefit of Collection Account and the Secured PartiesHolding Account and all income from investments made with funds in the Collection Account and the Holding Account, (e) all new Accounts originated in connection with the sale of property acquired in respect of Accounts and (f) all proceeds in any way derived from any of the foregoing, including all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other assets, including, without limitation, all insurance proceeds and condemnation awards. Additionally, the Issuer hereby Grants to Trustee, for the exclusive benefit of each the Holders of the Class A-R NoteholderA-4 Notes, all of the Issuer’s 's right, title and interest in such and to all cash, instruments or other property held or required to be deposited in the Class A-R Noteholder’s Class A-R Prepayment A-4 Reserve Account, (f) including all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, investments made with funds in the Class A-4 Reserve Account and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined income from investments made with funds in the UCC), (g) Class A-4 Reserve 7 Account and all proceeds in any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf way derived from any of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such . Such Grants shall not include any Excepted Property (the assets referred to in (a) through (h)are made, excluding the Excepted Propertyhowever, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction discrimination, except as provided in this Indenture, between any Note and any other Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution and to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, secure (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, Indenture and (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture Indenture. (collectively, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth All terms used in the definitions of Portfolio Asset or Eligible Investments, as foregoing Granting Clauses that are defined in Section 1.01 are used with the case may be. meanings given in said Section.) The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, of this Indenture and agrees to perform the duties herein in accordance with required to the terms hereofend that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arisingarising (other than Excepted Assets), (a) the Portfolio Assets as Collateral Debt Securities listed in the Schedule of Closing Date Collateral Debt Securities which the Issuer purchases on the Closing Date which the Issuer and causes to be Delivered delivered to the Trustee (directly or through an intermediary agent or bailee) herewith, including the Custodian) herewith and all payments thereon or with respect thereto, thereto and all Portfolio Assets Collateral Debt Securities which are Delivered delivered to the Trustee (directly or through an intermediary agent or bailee, including ) after the Custodian) in the future Closing Date pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each the rights of the Accounts Issuer under each Hedge Agreement, (excluding any Class A-R Prepayment c) the Payment Account), the Interest Collection Account, the Principal Collection Account, the Asset Hedge Account, the Expense Account, the Delayed Funding Obligations Account, the Custodial Account and any all Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment therein, each Hedge Termination Account), each Hedge Collateral Account and all related security entitlements and all income from the investment of funds therein and all other property standing to in any of the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreementforegoing, (d) the rights of the Issuer under each Collateral Debt Securities Purchase Agreement (including any Collateral Debt Securities Purchase Agreement entered into after the Closing Date), the Insurance Policy (solely with respect to the Class A-2 Notes), the Collateral Management Agreement, the Asset Servicing Agreement, the CDO Servicing Agreement and any other primary or special servicing agreement, (e) all Cash or Money delivered to the Trustee (or the Custodianits bailee) for the benefit in respect of the Secured Parties, (e) for Notes or the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment AccountAssets, (f) all other investment property, accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment propertygeneral intangibles in which the Issuer has an interest, other than the Excepted Assets and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing clauses (a)-(f). The collateral described in the assets referred to in foregoing clauses (aa)-(g) through (h), excluding the Excepted Property, are collectively is referred to as the Collateral)“Assets.” For the avoidance of doubt, the Assets shall not include the Excepted Assets. The above Grant of Collateral is made Such Grants are made, however, in favor of the Trustee to hold in trust trust, to secure the Notes (except for the Grant of the Insurance Policy, which shall secure only the Class A-2 Notes) and certain other amounts payable by the Issuer as described herein. Except as set forth in each Hedge Agreement, subject to the Priority of Payments and Article 13 of this IndenturePayments, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; , except as expressly provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, and to secure (i) the payment of all amounts due on and in respect of the Notes and each Hedge Agreement in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, Indenture and (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)Indenture. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this IndentureIndenture (but not for the purpose of determining compliance with any of the Par Value Coverage Tests or compliance by the Issuer with any of the other provisions hereof), be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the IssuerIssuer to the Trustee for the benefit of the Noteholders and each Hedge Counterparty, whether or not such securities or such investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Debt Security” or “Eligible Investments, Investment,” as the case may be. Except to the extent otherwise provided in this Indenture, this Indenture shall constitute a security agreement under the laws of the State of New York applicable to agreements made and to be performed therein, for the benefit of the Noteholders and each Hedge Counterparty. Upon the occurrence and during the continuation of any Event of Default hereunder, and in addition to any other rights available under this Indenture or any other Assets held for the benefit and security of the Noteholders and each Hedge Counterparty or otherwise available at law or in equity but subject to the terms hereof, the Trustee shall have all rights and remedies of a secured party on default under the laws of the State of New York and other applicable law to enforce the assignments and security interests contained herein and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law and the terms of this Indenture, to sell or apply any rights and other interests assigned or pledged hereby in accordance with the terms hereof at public and private sale. The Trustee acknowledges such GrantGrants, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with with, and subject to, the terms hereof, in order that the interests of the Secured Parties may be adequately and effectively protected in accordance with this Indenture.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee and Collateral Manager, the Trustee, the Administrator, the Collateral Administrator and the Bank in each of its other capacities under the Transaction Documents (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, in each case as defined in the UCC, accounts, chattel paper, commercial tort claims, deposit accounts, documents, financial assets, general intangibles, goods, instruments, investment property, letter-of-credit rights and other property of any type or nature in which the Issuer has an interest, including all proceeds (as defined in the UCC) with respect to the foregoing: (a) the Portfolio Assets all Collateral Obligations (including, as of the Closing Date, all Collateral Obligations listed on Schedule I to this Indenture), Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or baileeParticipation Interests, including the Custodian) herewith Workout Loans and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof Equity Securities and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and including any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU Retention Letter, the Account Agreement, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription the Administration Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Fiscal Agency Agreement and the Side Letter Security Loan Sale Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Partiescash, and (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (he), excluding subject to the Excepted Propertyexclusions noted below, are collectively referred to as the “Assets” or the “Collateral”); provided that such grants shall not include (i) the U.S.$250 transaction fee paid to the Issuer in consideration of the issuance of the Securities, (ii) the proceeds of the issuance and allotment of the Issuer’s ordinary shares, (iii) the membership interests of the Co-Issuer, (iv) any account in the Cayman Islands or elsewhere maintained in respect of the funds referred to in items (i) and (ii), together with any interest thereon and (v) the Preferred Shares Payment Account and any funds deposited in or credited to such account (collectively, the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments Payments, Article IX and Article 13 XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments Payments, Article IX and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable to the Secured Parties under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement and the Loan Sale Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the Secured Obligations)herein. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Trustee acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the Holders and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the Debt Service (as hereinafter defined) and the performance and observance by the Issuer hereby Grants of all the covenants expressed or implied herein and in the Bonds, does ▇▇▇▇▇▇ ▇▇▇▇▇, convey, mortgage, create a security interest in, pledge and assign to the Trustee, for the benefit and security of following (the Holders of "Trust Estate"): Subject to the Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth proviso below, all of its the Issuer's right, title and interest in and to all amounts on deposit in or required from time to time to be deposited in or credited to the funds to be held by the Trustee hereunder in accordance with the Bond Documents (as hereinafter defined), together with any investments and reinvestments made with such amounts and the proceeds thereof (except the Rebate Fund); and Subject to the proviso below, all of the Issuer's right, title and interest in and to the revenues derived from the Project, together with all rights, powers, privileges, options and other benefits of the Issuer contained therein, and all rights, titles, interests, liens, privileges, claims, demands and equities held by the Issuer existing and to exist in connection with or as security for the payment of the Debt Service on the Bonds when due and all amounts. if any (other than amounts in, or required to and underbe deposited in, in each casethe Rebate Fund), whether now owned to be received from the Project other than any money or existing, or hereafter acquired or arising, (a) the Portfolio Assets as of the Closing Date rights to which the Issuer causes to and the City may be Delivered to entitled under the Trustee (directly or through an intermediary or bailee, including Bond Documents for the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as purposes set forth in Article 15 hereofthis Indenture; and Subject to the proviso below, any and all property (other than amounts in, or required to be deposited in, the Collateral Administration AgreementRebate Fund) of every kind or description which may hereafter be sold, each Placement Agency Agreementtransferred. conveyed, each Subscription Agreementassigned, hypothecated, endorsed, deposited, pledged, mortgaged, granted or delivered to, or deposited with, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including or the City as additional security hereunder, or which pursuant to any other securities of the provisions of the Bond Documents may come into the possession or investments not listed above control of the Trustee, or of a receiver lawfully appointed pursuant to this Indenture, as such additional security; and whether or not constituting Portfolio Assets or Eligible Investments) the Trustee is hereby authorized to receive all such property as additional security for the payment of the Bonds and (h) to hold and apply all proceeds with respect such property subject to the foregoing; provided that such Grants shall not include any Excepted Property (the assets referred to in (a) through (h), excluding the Excepted Property, are collectively referred to as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 terms of this Indenture. TO HAVE AND TO HOLD the Trust Estate, whether now owned or held or hereafter acquired, unto the Notes Trustee, its successors and assigns, forever; IN TRUST NEVERTHELESS, for the equal and proportionate benefit and security of all present and future Bondholders without preference of any Bond of a Series over any other, but with such preferences, privileges, priorities and distinctions between the Senior Bonds and the Subordinate Bonds as are secured by the Grant equally herein set forth, and ratably without prejudice, priority or distinction between any Note and any other Note by reason for enforcement of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Notes Bonds in accordance with their terms, (ii) the payment of and all other sums payable under this Indenture, (iii) hereunder or on the payment Bonds and for the performance of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case as provided in this Indenture (collectivelyif all the Bonds at any time outstanding had been authenticated, executed and delivered simultaneously with the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien execution and delivery of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of all as herein set forth; provided, however, that if the Issuer, whether its successors or not assigns shall well and truly pay or cause to be paid fully and promptly when due all indebtedness, liabilities, obligations and sums at any time secured hereby, including interest and attorneys' fees, and shall promptly, faithfully and strictly keep, perform and observe or cause to be kept, performed and observed all of its covenants, warranties and agreements contained herein, then and in such securities event this Indenture shall be and become void and of no further force and effect, otherwise the same shall remain in full force and effect, subject to the provisions respecting the priority of the Senior Bonds over the Subordinate Bonds and except as otherwise expressly provided in or investments satisfy permitted by the Asset Eligibility Criteria Indenture; PROVIDED, HOWEVER, that the grant, conveyance, pledge and assignment made in the Second and Third Granting Clauses of this Indenture are intended for the aforesaid security purposes only, and, except as otherwise provided in the remaining provisions of this Indenture, nothing in the Granting Clauses of this Indenture shall prohibit the Trustee from bringing any actions or other criteria proceedings for the enforcement of the obligations of the Issuer hereunder except the obligations of the Issuer with respect to the amounts referred to in the First Granting Clause of this Indenture and except that nothing in this provision shall prejudice the rights of the Trustee under Articles X and XI hereof; IT IS HEREBY COVENANTED, DECLARED AND AGREED that this Indenture creates a continuing lien on the Trust Estate (except as to the items described in the First Granting Clause, as to which an absolute assignment is made) equally and ratable to secure the payment in full of the Debt Service on all Bonds which may, from time to time, be Outstanding hereunder, and that the Bonds are to be issued, authenticated and delivered, and that the Trust Estate is to be held, dealt with and disposed of by the Trustee, upon and subject to the express terms, covenants, conditions, uses, agreements and trusts set forth in the definitions of Portfolio Asset or Eligible Investmentsthis Indenture, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with subject to the provisions hereof, respecting the priority of the Senior Bonds over the Subordinate Bonds and agrees to perform the duties herein except as otherwise expressly provided in accordance with the terms hereofor permitted by this Indenture.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee Trustee, the Portfolio Manager, the Designated Successor Manager, the Administrator and the Bank in each of its capacities under the Transaction Documents, including but not limited to, the Collateral Administrator (collectively, the "Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only"), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, all of the Issuer's accounts, chattel paper, deposit accounts, money, financial assets, general intangibles, instruments, investment property, letter-of-credit rights, and supporting obligations, including, but not limited to: (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date Date, in Schedule 1 to this Indenture) which the Issuer causes to be Delivered delivered to the Trustee (directly or through an intermediary or bailee, including ) on the Custodian) Closing Date herewith and all payments thereon or with respect thereto, and all Portfolio Assets Collateral Obligations which are Delivered delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Portfolio Management Agreement and the Designated Successor Management Agreement as set forth in Article 15 hereof, hereof and the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash or Money delivered to the Trustee (or the Custodianits bailee) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all goods, letter-of-credit rights rights, documents and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (gf) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) and (hg) all proceeds with respect to the foregoing; provided that such Grants shall not include (i) the U.S.$250 transaction fee paid to the Issuer in consideration of the issuance of the Notes and (ii) the funds attributable to the issuance and allotment of the Issuer's ordinary shares or the bank account in the Cayman Islands in which such funds are deposited (or any interest thereon) (collectively, the "Excepted Property Property") (the assets referred to in (a) through (h)g) above, excluding the Excepted Property, are collectively referred to as the Collateral"Assets"). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Reinvesting Holder Notes and the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Transaction Documents, including, but not limited to, the Portfolio Management Agreement, the Designated Successor Management Agreement and the Collateral Administration Agreement Agreement, and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectively, the "Secured Obligations"). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset "Collateral Obligation" or "Eligible Investments, ," as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer hereby Grants to the Collateral Trustee, for the benefit and security of the Holders of the NotesSecured Debt, the Trustee Collateral Manager, the Collateral Trustee, the Loan Agent and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existingexisting on the Closing Date, or hereafter thereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Participation Interests and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to Collateral Obligations acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU/UK Retention Letter, the Account Control Agreement, the Collateral Administration Agreement, each Placement the Fiscal Agency Agreement, each Subscription Agreement, the Revolving Class A-1L Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security AgreementLoan Sale Agreements, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) ); and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”); provided that such grant shall not include the Preferred Shares Payment Account and any funds deposited in or credited to such account (the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Debt and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Debt and any other Note Secured Debt by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement, the Class A-1L Credit Agreement and the Loan Sale Agreements and (iv) compliance with the provisions of this IndentureIndenture and the Class A-1L Credit Agreement, in each case all as provided in this Indenture (collectively, herein or the Secured Obligations)Class A-1L Credit Agreement. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Collateral Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Collateral Trustee acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

GRANTING CLAUSES. The Issuer For good and valuable consideration, the receipt and sufficiency of which are hereby Grants acknowledged, Grantor agrees that to secure all obligations and liabilities of the Grantor in respect of: (1) the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the TrusteeGrantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the benefit Loans, the Reimbursement Obligations, and security all other obligations and liabilities of the Holders Grantor to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, the Loans, the Letters of Credit, the other Loan Documents, any Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank Products Agreement (as defined in the Intercreditor Agreement) entered into with any Person who was at the time of entry into such agreement a Lender or affiliate of any Lender (provided notice of such Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank Products Agreement (as defined in the Intercreditor Agreement) was provided to Beneficiary, as Administrative Agent and Collateral Agent), any Guarantee Obligations of CCMG Corporation, a Delaware corporation (“CCMGC”), or any Domestic Subsidiary as to which any Secured Party is a beneficiary, the provision of cash management services by any Lender or an Affiliate thereof to the Parent Borrower or any subsidiary thereof, or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, amounts payable in connection with the provision of such cash management services or a termination of any transaction entered into pursuant to any such Interest Rate Protection Agreement, Permitted Hedging Arrangement or Bank Products Agreement (as defined in the Intercreditor Agreement), fees, indemnities, costs, expenses or otherwise (including all reasonable out-of-pocket fees, expenses and disbursements of counsel to the Administrative Agent, Collateral Agent or any other Secured Party that are required to be paid by the Grantor pursuant to the terms of the Notes, the Trustee and the Collateral Administrator Credit Agreement or any other Loan Document) (collectively, the Secured Parties“ABL Obligations”) and (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, (a2) the Portfolio Assets as of the Closing Date which the Issuer causes to be Delivered to the Trustee Euro MTN Obligations (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), and all income from the investment of funds therein and all other property standing to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (gIntercreditor Agreement) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property (the assets ABL Obligations and the Euro MTN Obligations are referred to in (a) through (h), excluding the Excepted Property, are collectively referred to herein as the Collateral). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 of this Indenture“Obligations”) GRANTOR HEREBY GRANTS TO TRUSTEE A LIEN UPON AND A SECURITY INTEREST IN, the Notes are secured by the Grant equally and ratably without prejudiceAND HEREBY MORTGAGES, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; provided thatGIVES, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secureGRANTS, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this IndentureBARGAINS, (i) the payment of all amounts due on the Notes in accordance with their termsSELLS, (ii) the payment of all other sums payable under this IndentureCONVEYS AND CONFIRMS, (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this IndentureASSIGNS, in each case as provided in this Indenture (collectivelyTRANSFERS AND SETS OVER TO TRUSTEE AND TO ITS SUCCESSORS AND ASSIGNS FOR THE BENEFIT AND SECURITY OF BENEFICIARY FOREVER, the Secured Obligations). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset or Eligible Investments, as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.SUBJECT ONLY TO THE PERMITTED EXCEPTIONS: