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, 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, 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 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 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 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 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 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 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 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, 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 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 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 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 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 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 obligations of Mortgagor under the Guaranty 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 under and the Notes performance and observance of all covenants and conditions contained in accordance with their termsthis Mortgage, (ii) the Guaranty, the Loan Agreement, the Notes, any and all other mortgages, security agreements, assignments of leases and rents, guaranties, letters of credit and any other documents and instruments now or hereafter executed by Mortgagor, Borrower 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 or the Guaranty and any and all renewals, extensions, amendments and replacements of this Mortgage, the Guaranty, the Loan Agreement, the Notes and any such other sums payable under documents and instruments (the Guaranty, the Loan Agreement, the Notes, this IndentureMortgage, (iiisuch other mortgages, security 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 Instruments” and individually as a “Loan Instrument”) the and to secure payment of amounts owing by the Issuer under the Collateral Administration Agreement any and all other indebtedness and obligations of Mortgagor or Borrower or any party related thereto or affiliated therewith to Lender, whether now existing or hereafter created, absolute or contingent, direct or indirect, liquidated or unliquidated, or otherwise (iv) compliance with the provisions of this Indentureall indebtedness and liabilities secured hereby being hereinafter sometimes referred to as “Mortgagor’s Liabilities,” provided that Mortgagor’s Liabilities shall, in each case as provided in this Indenture (collectivelyno event, exceed $30,000,000), Mortgagor does hereby convey, mortgage, warrant, assign, transfer, pledge and deliver to Lender 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 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 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 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 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 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 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 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 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 the GCMF Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)or the GCMF 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 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 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, all accounts, general intangibles, chattel paper, instruments, securities, investment property and any and all other property (other than Excepted Property) of any type or nature owned by it, including (a) the Portfolio Assets Collateral Debt Securities and Equity Securities (listed, as of the Closing Date Date, in the Schedule of Collateral Debt Securities) which the Issuer causes to be Delivered delivered to the Trustee (directly or through an intermediary or baileea Securities Intermediary) herewith, including the Custodian) herewith and all payments thereon or with respect thereto, all Collateral Debt Securities and all Portfolio Assets Equity Securities which are Delivered delivered to the Trustee (directly or through an intermediary or bailee, including a Securities Intermediary) after the Custodian) in the future Closing Date 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 said 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 Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 hereofAgreement, the Hedge Agreements and the Hedge Collateral (if any), 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 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 Money delivered to the Trustee (directly or through an intermediary a Securities Intermediary) and (e) all proceeds, accessions, profits, income benefits, substitutions and replacements, 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 collectively, 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 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 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 the Notes in accordance with their respective terms, (ii) the payment of all other sums payable under this IndentureIndenture (including the Collateral Management Fee and all amounts payable to the Collateral Manager under this Indenture and the Collateral Management Agreement), (iii) the payment of all amounts owing by due from the Issuer to the Hedge Counterparty under the Collateral Administration Agreement Hedge Agreements in accordance with their respective terms and (iv) compliance with the provisions of this IndentureIndenture and the Hedge Agreements, in each case all as provided in this Indenture and the Hedge Agreements (collectively, the “Secured Obligations”). The foregoing Grant shallExcept 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 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 of 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 (i) 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 laws of the State of New York applicable to agreements made and to be performed therein. Upon the occurrence of any Event of Default with respect to the Notes, 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, to sell or apply any rights and other interests assigned or pledged hereby in accordance with the lien 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, whether or not second, 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 hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with to the terms hereofbest of its ability such that the interests of the Secured Parties 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 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 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 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 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 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 exclusive benefit of each Class A-R Noteholder, Owner Trustee or 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)Preferred Stock, (g) any all 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 Owner Trustee or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) and 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 with 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 consisting of, arising from or relating to all or any part of any of the foregoing, and (i) any proceeds 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 Transferor Amount and all amounts distributable to as the Collateral). The above Grant of Collateral is made in favor Holders 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 Transferor 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, (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 Transaction Document (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 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 First Refinancing Date, all Collateral Obligations listed in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any First Refinancing 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 Class A-L1 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 Class A-L1 Loan Agreement, the Collateral Administration Agreement and the Loan Sale Agreements and (iv) compliance with the provisions of this IndentureIndenture and the Class A-L1 Loan Agreement all as provided herein, in each case as provided in this Indenture (collectively, the Secured Obligations)Class A-L1 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 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 IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO TRUSTEE, IN TRUST, WITH POWER OF SALE, THE FOLLOWING: (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)fire prevention and extinguishing apparatus and materials, (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or baileesecurity systems, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, fittings 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.fixtures of

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 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 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 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 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 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 Earn-Out 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 shallExcept 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 law 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, to sell or apply any rights and other interests assigned or pledged hereby in accordance with the lien 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.

GRANTING CLAUSES. The Issuer Borrower, 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 Lender and to the Trusteeits successors and assigns WITH POWER OF SALE AND RIGHT OF ENTRY, for the benefit and security of the Holders of the Notes, the Trustee Lender 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 its successors and security of such Secured Parties only), except as expressly set forth belowassigns, all of its Borrower's estate, right, title and interest in, to and under, in each caseunder any and all of the following property (the "Mortgaged Property"), whether now owned or existinghereafter acquired, subject only to the Permitted Exceptions: Premises, Rents and Derivative Interests The Premises, all rents, issues, profits, royalties, income and other benefits derived from the property comprising the Premises and the Personal Property (as defined below) or any portion thereof (collectively, the "Rents"); all leases or subleases covering the Premises and the Personal Property or any portion thereof now or hereafter acquired existing or arisingentered into, (a) the Portfolio Assets as collectively, "Leases" and individually, a "Lease"), including, without limitation, all cash or security deposits, advance rentals and deposits or payments of the Closing Date which the Issuer causes to be Delivered similar nature and all guaranties relating to the Trustee (directly Leases; all options to purchase or through an intermediary lease the Premises and the Personal Property or baileeany portion thereof or interest therein, including and any greater estate in the Custodian) herewith Premises; all interests, estate or other claims, both in law and all payments thereon or in equity, with respect to the Premises and the Personal Property or any portion thereof; all easements, rights-of-way and rights used in connection therewith or as a means of 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 of funds therein and same; all other property standing to 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, 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, 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 Pre-Funding Account, 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 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 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 has Granted to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee Trustee, the Custodian, 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 Original 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 Securities Account Control Agreement, any Custody Agreement, the Plans of Merger, the Master Participation and Assignment Loan Sale Agreement and the Side Letter Security Agreement, 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 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 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 (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 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 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 any of the foregoing) to make distributions on the Certificates as specified herein and proceeds of the foregoing (including, but not by way of limitation, 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 which at any time constitute all or Eligible Investments, part or are included in the proceeds of any of the foregoing)] (the items referred to in clauses (I) 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 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 Grantor 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 Grantor to the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereofBeneficiary, 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 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 Master Participation Guarantee and Assignment Collateral Agreement dated as of February 10, 1997 between Grantor, Holdings and Beneficiary (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 Grantor (the "OBLIGATIONS") under or pursuant to the provisions of the Senior Secured Credit Agreement, the Loans, this IndentureDeed of Trust, 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 Deed of Trust, 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.

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 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 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 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 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 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 First Refinancing 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, 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 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 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 of the NotesSecured Debt, the Trustee Trustee, the Collateral Manager, the Posting Agent, the Transferor, the Collateral Administrator, the Custodian and the Collateral Administrator Document 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 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, 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 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 or Class B-R Loan on one hand and any other Note or Class B-R 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 Credit Agreement the Master Loan Sale 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 Indenturethe Trustee, 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 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 and amounts in the Preferred Shares Distribution Account), (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 Payment Account), the Interest Collection Account, the Principal Collection Account, the Expense Account, the Unused Proceeds Account, the Delayed Funding Obligations Account, the Custodial Account, each Hedge Collateral Account, each Hedge Termination Account and any all Eligible Investments purchased with funds on deposit in any of therein, the Accounts (excluding any Class A-R Prepayment Account), Custodial 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 Collateral Management Agreement, the Asset Servicing Agreement, the GMACCMC 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 do 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 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 Preferred Shares Distribution Account and any amounts in the Preferred Shares Distribution Account. 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 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 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) for all proceeds in any way derived from any of the exclusive benefit foregoing, including all proceeds of each Class A-R Noteholderthe conversion, voluntary or involuntary, of any of the Issuer’s interest foregoing into cash or other assets, including, without limitation, all new Accounts originated in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit 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, 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 Indenture Trustee, for the exclusive benefit and security of the Holders of the Series 1996-2 Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant other than with respect to items clause (d) below) any Series of personal property identified in Notes issued previously and any Series of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth belowNotes that may be issued hereafter, 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 Schedule A to the Third Supplemental Sale and Servicing Agreement (as such Schedule may be amended from time to time including, but not limited to, by the purchase by the Trust during the Funding Period of any Additional Financed Student Loans) and all obligations 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 theretoObligors thereunder, and all Portfolio Assets which are Delivered written communications received by the Seller with respect thereto (including borrower correspondence, notices of death, disability or bankruptcy and requests for deferrals or forbearance), on and after the applicable Cut-off Date (or, with respect to the Trustee (directly or through an intermediary or baileeAdditional Financed Student Loans, including the Custodian) in the future pursuant to the terms hereof and all payments thereon or with respect theretoapplicable 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 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) all proceeds of the Collateral Management Agreement as set forth in Article 15 hereofforegoing, including without limitation, proceeds of the Collateral Administration Agreementconversion, each Placement Agency Agreementvoluntary or involuntary, each Subscription Agreement, of any of the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation foregoing into cash or other liquid property 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 Note Surety Bond relating to the foregoing (Series 1996-2 Notes. Such Grants are made, however, in each case as defined in trust, to secure the UCC)Series 1996-2 Notes and, (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 than with respect to the foregoing; provided that such Grants shall not include clause (d) above, any Excepted Property (the assets referred to in (a) through (h)Series of Notes issued previously and any Series of Notes issued hereafter, 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 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 otherwise except to the Class A-R Noteholders pursuant extent otherwise described herein, and 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 Series 1996-2 Notes, any Series of Notes issued previously and any Series of Notes issued hereafter, as such amounts become due in accordance with their terms, (ii) the payment of all other sums payable under the Master Indenture or this IndentureFourth Terms Supplement with respect to the Series 1996-2 Notes, any Series of Notes issued previously and any Series of Notes issued hereafter, and (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of the Master Indenture and this IndentureFourth Terms Supplement with respect to the Series 1996-2 Notes, in each case any Series of Notes issued previously and any Series of Notes issued hereafter, all as provided in the Master Indenture and this Indenture (collectively, the Secured Obligations)Fourth 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 Master Indenture 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 Series 1996-2 Notes, any Series of Notes issued previously by the Issuer and any Series of Notes issued by the Issuer hereafter 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 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 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 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 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 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 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 (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.Master Loan Sale Agreement and

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 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 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 Initial Mortgage Assets listed in the Schedule of Mortgage Assets delivered to the Indenture Trustee pursuant to this Indenture, all Additional Mortgage Assets added to the Schedule of Mortgage Assets as delivered from time to time to the Indenture Trustee pursuant to this Indenture, all property acquired in respect of the Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or baileeMortgage Assets, including the Custodian) herewith related Mortgage Asset 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 Cut-Off Date or through an intermediary or baileeeach Additional Transfer Date, including as applicable, 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 Agreements (excluding any Class Aincluding the right to compel performance by the Sub-R Prepayment AccountServicer), 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 to cash, instruments or other property held in the Trustee (or Capitalized Interest Account, Interest Reserve Account and the Custodian) for the benefit of the Secured PartiesPre-Funding Account, including all investments made with funds in each account and all income on such investments, (e) for all cash, instruments or other property held or required to be deposited in the exclusive benefit of each Class A-R NoteholderCollection Account and the Holding Account, including all investments made with funds in the Issuer’s interest Collection Account and the Holding Account and all income from investments made with funds in such Class A-R Noteholder’s Class A-R Prepayment the Collection Account and the Holding 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 new Mortgage Assets originated in connection with the foregoing (sale of property acquired in each case as defined in the UCC)respect of Mortgage Assets, (g) any other property otherwise delivered all "accounts," "general intangibles," "instruments," "chattel paper," "deposit accounts" and "investment property" (as such terms are defined in the Uniform Commercial Code) constituting or relating to the Trustee (directly or through an intermediary or baileeforegoing, 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 in any way derived from any of 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 including all proceeds of the Trustee to hold conversion, voluntary or involuntary, of any of the foregoing into cash or other assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, 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 (collectively, Indenture. All terms used in the Secured Obligations)foregoing Granting Clauses that are defined in Section 1.01 are used with the meanings given in said Section. 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, 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 as set forth herein 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), 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 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 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 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 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 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 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 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 Class A-1L-1 Loan Agreement, the Revolving Credit Note Class A-1L-2 Loan 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 Class A-1L-1 Loan Agreement, the Class A-1L-2 Loan Agreement, the Collateral Administration Agreement and the Loan Sale Agreements and (iv) compliance with the provisions of this Indenture, in each case the Class A-1L-1 Loan Agreement and the Class A-1L-2 Loan Agreement, all as provided herein, in this Indenture (collectively, the Secured Obligations)Class A-1L-1 Loan Agreement or in the Class A-1L-2 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 To secure the payment of the principal of and interest on the Bonds in accordance with their terms, all of the sums payable under the Indenture and this Series Supplement with respect to the Bonds and the performance of the covenants contained in the Indenture and this Series Supplement, the Depositor hereby Grants to the Trustee, in trust and as collateral security as provided in the Indenture and this Series Supplement, 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 belowBonds, all of its the Depositor'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 Depositor from (a) the Portfolio Assets as of Mortgage Loans listed in Schedule I-A and Schedule I-B to this Series Supplement (the Closing Date which "Mortgage Loans") that the Issuer causes Depositor is causing to be Delivered delivered to the Trustee herewith (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon substitutions therefor as provided by Section 3.11 of the Indenture), together with the related Loan Documents and the Depositor's interest in any Mortgaged Property that secured a Mortgage Loan but that is acquired by foreclosure or with respect thereto, and all Portfolio Assets which are Delivered to deed in lieu of foreclosure after 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 theretoDelivery Date, (b) each all rights of the Accounts Depositor under the Sales Agreement relating to the Mortgage Loans, by and between _____________ (excluding any Class A-R Prepayment Accountthe "Seller") and the Depositor, dated ________, 199_ (the "Sales Agreement"), except the Depositor's right to fees and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)indemnification under Sections __ and __ thereof, and all income from the investment of funds therein and all other property standing to the credit of each such Account, respectively; (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Servicing 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 Custody Agreement among the Custodian) for Trustee, ______________________________, the benefit Seller and the Master Servicer, dated as of the Secured Parties________, 199_; (e) the Primary Mortgage Insurance Policies 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, Mortgage Loans; (f) the Standard Hazard Insurance Policies for the Mortgage Loans; (g) the Title Insurance Policies for the Mortgage Loans; (h) the Collateral Proceeds Account and its constituent subaccounts, whether in the form of cash, instruments, securities or other properties; (i) the Class One Subordinated Account and the Class Two Subordinated Account, whether in the form of cash, instruments, securities or other properties; and (j) proceeds of all the foregoing (including, but not by way of limitation, all cash, proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, Deposit Accountschecks, general intangiblesdeposit accounts, instruments rights to payment of any and investment propertyevery kind, and other forms of obligations and receivables which 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 foregoing) (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 items (a) through (h)j) collectively, 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 "Trust Estate") 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 beBonds. The 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 or therein required to the terms hereofbest of its ability to the end that the interests of each of the Series __ Bondholders 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 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 Credit 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 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 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 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 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 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 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, a 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, (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 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 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 Issuer’s rights under the Collateral Management Agreement as set forth in Article 15 hereof, XV 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 delivered 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 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 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)Indenture. 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 To secure (A) the payment of the principal of and interest on the Notes authenticated and delivered hereunder, (B) the payment of amounts due and payable to the Insurer as provided herein and in the Insurance Agreement (including but not limited to the Premium), (C) the payment to the Indenture Trustee of all Indenture Trustee Fees if and when due and payable as provided in this Indenture and (D) the payment and performance of all other obligations, covenants and liabilities of the Issuer arising under this Indenture, the Notes and the Insurance Agreement, the Issuer hereby Grants a security interest 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 arising, (a) the Portfolio Assets as of the Closing Date which the Issuer causes in and 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, contract rights, general intangibles, chattel paper, Deposit Accountsinstruments, general intangiblesfinancial assets, instruments and investment propertydocuments, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, and all letter-certificated and uncertificated securities consisting of-credit rights and other supporting obligations , arising from, or 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, to: (i) the payment Franchisee Payments and Franchise Documents, including the present and continuing exclusive right, remedy, power and authority to exercise each and every right, remedy, power and authority of all amounts due on the Notes Issuer under or in accordance with their terms, respect of the Franchisee Payments and Franchise Documents but excluding the Pre-Cut-Off Date Franchisee Payments; (ii) the payment present and continuing exclusive right, power and authority, subject to the provisions of the Servicing Agreements, to make claim for, collect, receive and make receipt for any of the sums, amounts, income, revenues, issues, profits and proceeds under, on account of or with respect to, the Franchise Assets (excluding the Pre-Cut-Off Date Franchisee Payments), including, without limitation, all payments made in respect thereof, voluntary or involuntary, whether upon maturity, prepayment, acceleration, conversion, liquidation, casualty or otherwise and paid from any source (including both timely and delinquent payments); (iii) all monies and securities from time to time held by the Indenture Trustee in any Account created under the terms of this Indenture and all interest, profits, proceeds, or other sums payable under income derived from such moneys and securities; (iv) the Transaction Documents, including the present and continuing exclusive right, power and authority to exercise each and every right, remedy, power and authority of the Issuer thereunder; (v) the present and continuing exclusive right, power and authority, subject to the provisions of the Servicing Agreements and this Indenture, to give and receive notices and other communications, to make waivers or other agreements in respect of, or to make claims for and demand performance on, under or pursuant to any of the Franchise Assets, to bring actions and proceedings thereunder or for the enforcement thereof, and to exercise all remedies, powers, privileges and options and to do any and all things which the Issuer is or may become entitled to do under or in respect of the Franchise Assets; (iiivi) any and all property of every name and nature, now or hereafter transferred, mortgaged, pledged or assigned as security or additional security for payment or performance of any obligation of the payment of amounts owing by Franchisees to the Issuer under the Collateral Administration Agreement Franchise Documents or otherwise, and the liabilities, obligations and the indebtedness evidenced thereby or reflected therein; and (ivvii) compliance with all income, revenues, issues, products, revisions, substitutions, replacements, profit and proceeds of and from all of the provisions of this Indenture, in each case as provided in this Indenture foregoing (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 Indenture Trustee acknowledges each such Grant, accepts the trusts hereunder in accordance with the provisions hereof, hereof and agrees to perform the duties herein in accordance with the terms hereofexpressly set forth herein.

GRANTING CLAUSES. The Issuer hereby Grants In order to secure the Trusteepayment of all Obligations as the same are issued or incurred and become due and payable, for and the benefit performance and security observance of all of the Holders covenants and conditions herein contained, and in consideration of the Notespremises, the acceptance by the Trustee of the trusts hereby created, the purchase and acceptance, or provision, as applicable, of the Obligations by the Owners, or providers, as applicable, thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Authority does hereby GRANT, BARGAIN, CONVEY, ASSIGN and PLEDGE to the Trustee and its successors in trust hereunder, subject to the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries provisions 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 belowthis Indenture, all of its the Authority’s right, title and interest inin and to the following described properties and interests, to and under, in each casedirect or indirect, whether now owned or existing, or hereafter acquired or arising(collectively, the “Trust Estate”): (a) All Pledged Vehicle Fee Revenues (subject to the Portfolio Assets as requirements for transfers of such revenues to the Rebate Fund and to pay the fees and expenses of the Closing Date which Trustee and Paying Agent in accordance with Section 4.02(b) hereof); (b) All payments received by 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 Authority 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, Pledge 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 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 baileeAll moneys, including the Custodian) investment earnings, deposited into Funds or accounts created in Section 4.01 or in a Supplemental Indenture, to be held by or on behalf of the Issuer Trustee, subject to the provisions of this Indenture and any such Supplemental Indenture relating to each of such Funds and accounts (but excluding moneys on deposit in the Rebate Fund and the VRF General Fund); (d) Any Supplemental Security; and (e) Any and all property of every kind and nature (including without limitation, cash, obligations or securities) which may from time to time hereafter be conveyed, assigned, hypothecated, endorsed, pledged, mortgaged, granted, or delivered to or deposited with, the Trustee as additional security hereunder by the Authority, or anyone on behalf of the Authority, or which pursuant to any of the provisions hereof may come into the possession or control of the Trustee as security hereunder, or of a receiver lawfully appointed hereunder, all of which property the Trustee is authorized to receive, hold and apply according to the terms hereof; FIRST: for the equal and proportionate benefit and security of all Senior Lien Parity Obligations, all of which , regardless of the time or times of their delivery, maturity or other due date, shall be of equal rank without preference, priority or distinction as to lien or otherwise of any Senior Lien Parity Obligation over any other securities Senior Lien Parity Obligation, except as otherwise permitted by or investments provided for in this Indenture or in a Supplemental Indenture; provided that any funds held by the Trustee for the payment of specific Senior Parity Lien Obligations which are deemed to have been paid pursuant to the provisions of Article VII and any funds deposited with the Trustee hereunder specifically to be held in escrow or otherwise to provide additional security or an additional source of payment for specified Senior Lien Parity Obligations shall be held and used only to pay or provide security for the Senior Lien Parity Obligations for which such deposit was made and shall not listed above be held as security on a parity for any other Senior Lien Parity Obligations; and whether provided further, that the Trustee shall apply the Trust Estate hereunder to the payment of the principal of, and interest on, or not constituting Portfolio Assets or Eligible Investments) maturity amount of, and (h) all proceeds other payments with respect to the foregoing; provided that such Grants shall not include any Excepted Property (Senior Lien Parity Obligations and for the assets referred purposes and uses and in the order of priority set forth herein prior 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 payment of the Trustee principal of, and interest on, or maturity amount of, and other payments with respect to hold in trust the Subordinate Lien Obligations; and SECOND: subject to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth security interest in the Priority Trust Estate pledged for the security and payment of Payments the Senior Lien Parity Obligations, for the equal and Article 13 proportionate benefit and security of this Indentureall Subordinate Lien Obligations, all of which, regardless of the Notes are secured by the Grant equally and ratably time or times of their delivery, maturity or other due date, shall be of equal rank without prejudicepreference, priority or distinction between as to lien or otherwise of any Note and Subordinate Lien Obligation over any other Note Subordinate Lien Obligation, except as otherwise permitted by reason of difference or provided for in time of issuance this Indenture or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only Supplemental Indenture; provided, that any funds held by the Trustee for distribution the payment of specific Subordinate Lien Obligations that are deemed to the Class A-R Noteholders have been paid pursuant to the Revolving Credit Note Agreement provisions of Article VII and any funds deposited with the Trustee hereunder specifically to be held in escrow or otherwise to provide additional security or an additional source of payment for specified Subordinate Lien Obligations shall be held and used only to pay or provide security for the Subordinate Lien Obligations for which such deposit was made and shall not be available held as security on a parity for any other Subordinate Lien Obligations; and provided further, that the Trustee shall apply the Trust Estate hereunder 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 principal of, and interest on, or maturity amount of, and other payments with respect to the Subordinate Lien Obligations and for the purposes and uses and in accordance with their terms, (ii) the order of priority set forth herein subordinate to the payment of the Senior Lien Parity Obligations. TO HAVE AND TO HOLD all the same, with all rights and privileges appurtenant thereto, unto the Trustee and its successors in trust forever; IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth, for the equal and proportionate benefit and security of the Owners, or providers, as applicable, from time to time, of the Obligations secured and to be secured hereunder, or any of them, without preference, priority or distinction as to lien or otherwise of any Obligation over any other sums payable under this IndentureObligation, (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 except as otherwise expressly provided in this Indenture (collectivelyor a Supplemental Indenture; PROVIDED, HOWEVER, that if the Secured Authority, its successors or assigns, shall well and truly pay, or cause to be paid, all amounts due or to become due on the Obligations). The foregoing Grant shall, at the times and in the manner provided therein, according to the true intent and meaning thereof, and shall cause the payments to be made into the Funds maintained hereunder in the amounts required by this Indenture and the applicable Supplemental Indentures, or shall provide, as permitted hereby, for the purpose of determining payment thereof by depositing with the property subject Trustee the amount due or to become due thereon, or an amount sufficient to provide for the lien of this Indenturepayment thereof, and shall pay or cause to be deemed to include any interests in any securities and any investments granted paid to the Trustee by all sums of money due 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 become due to it in accordance with the terms and provisions hereof, then this Indenture and the rights and liens hereby granted shall cease, terminate and be void; otherwise this Indenture is to be and shall remain in full force and effect.

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 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)Accounts, 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 the Class A Placement Agency Agreement, each the Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Sale and Contribution Agreement, the Issuer Account Control Agreement, each Master Participation Agreement, the Master Participation and Assignment Agreement and Agreement, the Side Letter Security Agreement, the Administration Agreement, the AML Services Agreement and the Registered Office Agreement, (d) all Cash delivered to the Trustee (or the Custodian) for the benefit of the Secured Parties, and (e) for all proceeds with respect to the exclusive benefit foregoing sub-clauses (a) to (d) (including such proceeds consisting 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) and 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 in the foregoing sub-clauses (a) to (d) 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 sub-clauses (a) through (he), 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 Granted to the Trustee by or on behalf of the IssuerIssuer and included in the Collateral, 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 benefit and security of the Holders of the Notes, the Trustee Notes and the Collateral Administrator (collectively, holders of any other interests in the Secured Parties) (or, where particular Secured Parties are Receivables as specified as in 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 belowrelated Indenture Supplement, 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 all of the Issuer’s property, including, without limitation (a) the Portfolio Assets as Receivables existing at the close of business on the Closing Cut-Off Date which and thereafter created or acquired by the Trust from time to time and arising in connection with the Accounts, (b) all Interchange and 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 all monies and other property credited to the Collection Account and the Series Accounts (excluding including any Class A-R Prepayment Account), and any Eligible Investments purchased with funds on deposit in 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, the Trust Agreement, the Transfer and Servicing Agreement or the Receivables Purchase Agreement (whether arising pursuant to the Trustee (terms of such Series Enhancement, the Trust Agreement, the Transfer and Servicing Agreement or the Custodian) Receivables Purchase 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 Trust Agreement, the Transfer and Servicing Agreement or the Receivables Purchase 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, the Transfer and Servicing Agreement or the Receivables Purchase 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 the holders of any other interests in the Receivables as specified in the related Indenture Supplement, (e) for all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from, or related to the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Accountforegoing, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment propertyother property of the Issuer, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under 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 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 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 Amount 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, (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 Transaction Document (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 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 ▇▇▇▇▇▇▇ 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, 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.