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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

GRANTING CLAUSES. The Issuer 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 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 Indenture Trustee, for the benefit and security of the Holders of the Notes, Notes and any Series Enhancers under the Trustee and Series Enhancements as provided in 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 belowIndenture Supplements, 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 (i) the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts, and on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Issuer (including the Receivables conveyed under the Participation Agreement but not the Retained Interest), (aii) Collections and all Interchange and Recoveries allocable to the Portfolio Assets Issuer as provided in the Transfer and Servicing Agreement and all monies due or to become due and all amounts received or receivable with respect thereto (including proceeds of the Closing Date which reassignment of the Receivables to the Transferor pursuant to Sections 2.05(a) or 2.06 of the Transfer and Servicing Agreement), (iii) all Eligible Investments and all monies, investment properties, instruments and other property credited to the Collection Account, the Series Accounts and the Special Funding Account (including any subaccount of any such account), and all interest, dividends, earnings, income and other distributions from time to time received, receivable or otherwise distributed or distributable thereto or in respect thereof (including any accrued discount realized on liquidation of any investment purchased at a discount), (iv) all rights, remedies, powers, privileges and claims of the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon under or with respect theretoto any Series Enhancement, the Trust Agreement or the Transfer and all Portfolio Assets which are Delivered to the Trustee Servicing Agreement (directly or through an intermediary or bailee, including the Custodian) in the future whether arising pursuant to the terms hereof of such Enhancement Agreement, the Trust Agreement or the Transfer and Servicing Agreement or otherwise available to the Issuer at law or in equity), including the rights of the Issuer to enforce such Enhancement Agreement, the Trust Agreement or the Transfer and Servicing Agreement, and to give or withhold any and all payments thereon consents, requests, notices, directions, approvals, extensions or waivers under or with respect theretoto such Series Enhancement, (b) each of the Accounts (excluding any Class A-R Prepayment Account), Trust Agreement or the Transfer 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 Servicing Agreement to the credit of each such Account, (c) the Collateral Management Agreement same extent 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, could but for the Issuer Account Control Agreement, the Master Participation assignment and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered security interest granted to the Indenture Trustee (or the Custodian) for the benefit of the Secured PartiesNoteholders, (ev) for the exclusive benefit rights of each Class A-R Noteholderthe Seller and the Transferor under the Participation Agreement, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment AccountOperating Agreement and each Receivables Purchase Agreements, if any, (fvi) all money, accounts, general intangibles, chattel paper, Deposit Accountsinstruments, general intangiblesdocuments, instruments and goods, investment property, deposit accounts, certificates of deposit, letters of credit and advices of credit consisting of, arising from, or related to the foregoing, (vii) all letter-of-credit rights proceeds of any derivative contracts between the Issuer and other supporting obligations a counterparty, as described in an Indenture Supplement, (viii) all Insurance Proceeds relating to the Receivables, (ix) all other property of the Issuer, (x) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (xi) any and all proceeds of the foregoing; in each case as defined case, including any rights of the Owner Trustee and the Issuer pursuant to the Transaction Documents, but excluding the Transferor Interest and all amounts distributable to the holders of any Certificates pursuant to the terms of any Transaction Document (collectively, the “Collateral”); provided, however, that the Collateral shall not include, and the lien of this Master Indenture shall not extend to, the Residual Interest and the interest 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 assets of the Issuer (including any other securities or investments not listed above represented by the Ownership Interest Certificate and whether or not constituting Portfolio Assets or Eligible Investments) the Transferor Certificates and (h) all proceeds the amounts distributable with respect to the foregoing; provided that such thereto. 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 distinction, except as expressly provided in this Master Indenture and the Indenture Supplements, between any Note and any other Note by reason of difference Notes, and to secure the other obligations hereunder; provided, that unless and to the extent provided for in time of issuance or otherwise; provided thatan Indenture Supplement for any Series, amounts on deposit the security interest granted above in the Series Accounts and Series Enhancement for a Class A-R Prepayment Account particular Series shall be available to secure the Notes for such Series only for distribution and, to the Class A-R Noteholders pursuant to extent provided in the Revolving Credit Note Agreement and shall not be available to Indenture Supplement for such Series, the Series Enhancers. The obligation of the Issuer to pay make payments of principal of, interest on and other amounts owed with respect to, the Notes and to any Secured Parties other than the Class A-R Noteholders. The Grant Series Enhancers under the Series Enhancements is made limited by recourse only to secure, in accordance with the priorities set forth in Collateral and only to the Priority of Payments extent proceeds and Article 13 distributions on the Trust Estate are allocated for their benefit under the terms of this Master Indenture, (i) the payment of all amounts due on Indenture Supplements and 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 hereofSeries Enhancements.

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

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the NotesSecured Debt, the Trustee Collateral Manager, the Trustee, the Loan Agent and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existingexisting on the Closing Date, or hereafter thereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Participation Interests and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to Collateral Obligations acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU/UK Retention Letter, the Account Control Agreement, the Collateral Administration Agreement, each Placement the Fiscal Agency Agreement, each Subscription Agreement, the Revolving Class A-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 or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) ); and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”); provided that such grant shall not include the Preferred Shares Payment Account and any funds deposited in or credited to such account (the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Debt and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Debt and any other Note Secured Debt by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred Shares) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement, the Class A-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 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, for the benefit and security of the Holders of the 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, securities, money, documents, goods, commercial tort claims and securities entitlements and other 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 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 Collateral Administration Agreement and the Side Letter Security 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 payment intangibles, instruments, investment property, letter of credit rights, securities, money, documents, goods, commercial tort claims and all letter-of-credit rights securities entitlements 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 (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 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 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 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 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 Company hereby Grants to the TrusteeTrustee as of the date hereof, as 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 belowHolders, all of its the Company's right, title and interest ininterest, subject to and under, in each casethe provisions set forth below, whether now owned or existing, or hereafter acquired or arisingin, to, and under (a) the Portfolio Assets as all tangible and intangible assets of the Closing Date Company; and (b) 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 the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the Issuer causes proceeds of any of the foregoing (all of the foregoing referenced to be Delivered in this paragraph being referred to collectively herein as the "Security"). The Holders of the Notes are entitled to the benefit of Liens on the Security, subject to the priorities, limitations and provisions set forth herein. For as long as all or any portion of the Indebtedness under the New Credit Facility remains outstanding, unpaid or unsatisfied, the Trustee, and by accepting a Note, each Holder, acknowledge and agree that (i) the security interest granted 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 Holders in the UCC)Security shall, (g) irrespective of the time of perfection or creation of any security interests or other property otherwise delivered to Liens in the Trustee (directly or through an intermediary or bailee, including the Custodian) by or Security on behalf of the Issuer (including any other securities Lender or investments not listed above Trustee, be junior and whether or not constituting Portfolio Assets or Eligible Investments) subordinate to the interests of such Lender and (hii) all proceeds with respect to refrain from taking any action to foreclose upon, take possession of, liquidate or otherwise proceed against 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)Security. The above Grant made in the initial paragraph of Collateral the Granting Clause is made in favor of the Trustee to hold in trust (as described above) to secure the Notes payment of principal of and certain interest on, and any other amounts payable by owing in respect of 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 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) secure compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectivelyIndenture; and after satisfaction of such obligations, amounts received as a result of such Grant shall be available without restriction to the Secured Obligations)Company. The foregoing Grant shallTrustee, 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 IssuerHolders, 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 hereof, and agrees to perform the duties herein in accordance with the terms hereofof this Indenture.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee 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 For good and valuable consideration, the receipt and sufficiency of which are hereby Grants acknowledged, Mortgagor agrees to secure the payment of the principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the 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 the TrusteeMortgagor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the benefit and security Mortgagee or any Lender (or, in the case of any Specified Swap Agreement or any Specified Cash Management 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 Mortgage, 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 the Mortgagor pursuant to the terms of any of the Notesforegoing agreements), the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or“Obligations”); MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, 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 belowAND HEREBY MORTGAGES AND WARRANTS, for the benefit and security of such Secured Parties only)GRANTS, except as expressly set forth belowASSIGNS, all of its rightTRANSFERS AND SETS OVER TO MORTGAGEE, 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.WITH MORTGAGE COVENANTS:

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, 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 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 For good and valuable consideration, the receipt and sufficiency of which are hereby Grants acknowledged, Grantor agrees that to secure the payment and performance of (i) in the event that Grantor is not the Borrower, all obligations and liabilities of Grantor which may arise under or in connection with the Guarantee and Collateral Agreement (including, without limitation, Section 2 thereof) or any other Loan Document to which Grantor 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 Beneficiary or to any Secured Party that are required to be paid by the Grantor pursuant to the terms of this Deed of Trust or any other Loan Document), and (ii) in the event that Grantor is the Borrower, the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Grantor (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 the Grantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Beneficiary or any Lender (or, in the case of any Specified Swap Agreement or Specified Cash Management 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 Deed of Trust, 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 by any Loan Party in connection with any of the 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 Administrative Agent or to the Lenders that are required to be paid by the Grantor pursuant to the terms of any of the foregoing agreements) (collectively, the "Obligations"); To secure the full and timely payment, performance and discharge of the Obligations secured hereby, Grantor has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does GRANT, BARGAIN, SELL and CONVEY unto Trustee, in trust, WITH POWER OF SALE, for the benefit and security of the Holders of the NotesBeneficiary, the Trustee under 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 subject 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 conditions hereinafter set forth in Article 15 hereofforth, the Collateral Administration AgreementMortgaged Property described as follows, each Placement Agency Agreementsubject, each Subscription Agreementhowever, 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.Permitted Exceptions:

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 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 Loan 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 Collateral Administration Agreement, the Loan Agreement and the Loan Sale Agreements and (iv) compliance with the provisions of this IndentureIndenture and the Loan Agreement, in each case all as provided in this Indenture (collectively, herein or the Secured Obligations)Loan Agreement. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any interests in any securities debt and any investments granted to the Collateral Trustee by or on behalf of the Issuer, whether or not such securities debt or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments, ,” as the case may be. The Collateral Trustee acknowledges such Grant▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof.

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

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Collateral Manager, the Trustee and the Collateral Administrator (collectively, the “Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existingexisting on the Closing Date, or hereafter thereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) and all payments thereon or with respect thereto, any Closing Date which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith Participation Interests and all payments thereon or with respect thereto, and all Portfolio Assets which are Delivered to Collateral Obligations acquired by the Trustee (directly or through an intermediary or bailee, including the Custodian) Issuer in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (excluding any Class A-R Prepayment Account)Accounts, and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account)therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU/UK Retention Letter, the Account Control Agreement, the Collateral Administration Agreement, each Placement the Fiscal Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security AgreementLoan Sale Agreements, (d) all Cash delivered to or Money owned by the Trustee (or the Custodian) for the benefit of the Secured PartiesIssuer, (e) for the exclusive benefit of each Class A-R Noteholder, any Equity Securities received by the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accountsdeposit accounts, financial assets, general intangibles, instruments and instruments, investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC), (g) any other property otherwise delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) by or on behalf of the Issuer (including any other securities or investments not listed above and whether or not constituting Portfolio Assets Collateral Obligations or Eligible Investments) ); and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing (the assets referred to in (a) through (h), excluding the Excepted Property, ) are collectively referred to as the Collateral“Assets”); provided that such grant shall not include the Preferred Shares Payment Account and any funds deposited in or credited to such account (the “Excluded Property”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Secured Notes are is 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 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 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 Subscription AgreementAgreements, the Revolving Credit Note AgreementSubscription Agreements, 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 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, 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 Combination 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 and the Combination 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 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, 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 or therein required in accordance with the terms hereoftheir respective terms.

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 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 Company's right, title and interest in and to, and any and all benefits accruing to the Company 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, S - 2 FORM OF POOLING & SERVICING AGREEMENT 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 Company 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 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 _________ Liquidity Account, the Class _______ Liquidity Account and all amounts on deposit in each; (e) 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 (f) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or on behalf FHA Insurance, or any other insurance policy relating to any of the IssuerAssets, whether cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or not such securities part or investments satisfy the Asset Eligibility Criteria or other criteria set forth are included in the definitions proceeds of Portfolio Asset or Eligible Investments, any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (f) above shall be collectively referred to herein as the case may be"Trust Estate"). The Trustee acknowledges such Grantthe foregoing, accepts the trusts hereunder in accordance with the provisions hereof, hereof and the Standard Terms and agrees to perform the duties herein in accordance with or therein required to the terms hereofbest of its ability to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the NotesFor valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower has executed and delivered the Loan Documents and hereby irrevocably and absolutely grants, transfers, assigns, mortgages, bargains, sells and conveys to 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, IN TRUST FOREVER WITH ALL POWERS OF SALE AND RIGHT OF ENTRY AND POSSESSION all of its Borrower’s estate, right, title title, and interest in, to and under, in each caseunder the Property and any and all of the following, whether now owned or existing, held or hereafter acquired or arisingowned by Borrower (but as for TRS, no right in the Property greater than or extending beyond the rights of TRS under the “Ground Lease” as defined below): ​ (a) All of TRS’s leasehold estate in the Portfolio Assets as Land, including TRS’s right, title interest, benefits and privileges arising out of the Closing Date which that certain Lease Agreement dated February 4, 2021 by and between the Issuer causes to be Delivered to LF3, as Lessor and TRS as Lessee (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, “Ground Lease”) (b) each All Leases; ​ (c) All profits and sales proceeds, including, without limitation, ▇▇▇▇▇▇▇ money and other deposits, now or hereafter becoming due by virtue of any contract or contracts for the sale of Borrower’s interest in the Property; (d) All proceeds (including claims thereto or demands therefor) of the Accounts (excluding any Class A-R Prepayment Account)conversion, and any Eligible Investments purchased with funds on deposit in voluntary or involuntary, permitted or otherwise, of any of the Accounts foregoing into cash or liquidated claims; and ​ (excluding any Class A-R Prepayment Account), e) All Insurance Proceeds and all income from the investment Taking Proceeds. ​ FOR THE PURPOSE OF SECURING THE FOLLOWING OBLIGATIONS OF BORROWER TO BENEFICIARY, in such order of funds therein and all other property standing to the credit of each such Account, priority as Beneficiary may elect: ​ (c1) 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 Payment of the Secured Parties, Debt (enot to exceed the Maximum Secured Amount); ​ (2) for Payment of such additional sums with interest thereon which may hereafter be loaned to Borrower by Beneficiary or advanced under the exclusive benefit of each Class A-R Noteholder, Loan Documents at 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 Rate set forth in the Priority Note, even if the sum of Payments the amounts outstanding at any time exceeds the amount of the Note; and; (3) Due, prompt and Article 13 complete observance, performance, fulfillment and discharge of each and every obligation, covenant, condition, warranty, agreement and representation contained in the Loan Documents; and This Deed is also intended to be a Security Agreement under the Uniform Commercial Code as in force from time to time in the State of Colorado. Accordingly, Borrower hereby grants to Beneficiary a security interest in all items of personal property described hereinabove. Borrower hereby authorizes Beneficiary to file, without execution by Borrower where permitted by law, one or more financing statements or continuation statements and amendments thereto relating to the Personalty. Time is of the essence of the obligations of the parties hereunder. ​ The information contained below is provided in order that this Deed shall comply with the requirements of the Uniform Commercial Code, for instruments to be filed as financing statements. The names of the “Debtor” and the “Secured Party” and the identity or structure, state organizational number and residence or state of formation of “Debtor” are as set forth below; the mailing address of the Beneficiary which is the “Secured Party” from which information concerning the security interest may be obtained is set forth in introductory paragraph 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 NoteholdersDeed. The Grant is made to secure, in accordance with mailing address of the priorities Borrowers as the “Debtor,” are set forth in the Priority of Payments and Article 13 introductory paragraph of this IndentureDeed; and a statement indicating the types, (i) or describing the payment items, 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 collateral is set forth in Section 2 below and in Exhibit B attached hereto. ​ (a) Name of First Debtor: LF3 AURORA, LLC ​ Identity or Structure: ​ limited liability company ​ State Organizational Number: ​ 3638816 ​ Residence or state of formation: ​ Delaware ​ ​ ​ ​ (b) Name of Second Debtor: ​ LF3 AURORA TRS, LLC ​ Identity or Structure: ​ limited liability company ​ State Organizational Number: ​ 3638847 ​ Residence or state of formation: ​ Delaware ​ ​ ​ ​ (c) Name of Secured Party: ​ Access Point Financial, LLC (d) Description of the definitions types ​ ​ ​ (or items) of Portfolio Asset property covered ​ ​ ​ by this Fixture Filing: ​ See granting clauses of Section 2 and Exhibit “B” hereto. ​ ​ ​ ​ (e) Description of real estate to which the collateral is attached or Eligible Investmentsupon which it is or will be located: ​ See Exhibit “A” hereto. ​ TO HAVE AND TO HOLD all and singular the Property and all parts thereof unto Trustee and its successors and assigns forever, as the case may be. The Trustee acknowledges such Grantsubject, accepts the trusts hereunder in accordance with the provisions hereofhowever, and agrees to perform the duties herein in accordance with the terms hereof.and conditions herein. ​ ​

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

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

GRANTING CLAUSES. The Issuer hereby Grants to the Collateral Trustee, for the benefit and security of the Holders of the NotesSecured Debt, the Trustee Collateral Manager, the Collateral Trustee, the Loan Agent, the Collateral Manager, and the Collateral Administrator and the Retention Holder (collectively, the ““ Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only”” ), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existingexisting on the Closing Date, or hereafter thereafter acquired or arising, (a) the Portfolio Assets Collateral Obligations (listedincluding , as of the ClosingFirst Refinancing 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 theretothereto (including, for the avoidance of doubt, through the Permitted Merger), (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,therein, and all income from the investment of funds therein and all other property standing to the credit of each such Accounttherein, (c) the Plan of Merger, the Collateral Management Agreement as set forth in Article 15 XV hereof, the EU/UK Retention Undertaking Letter, the Securities Account Control Agreement, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription the Credit 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 AgreementAgreements , (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, ih) 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 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 that such grantsgrant shall not be available include (a) the U.S.$250 transaction fee paid to the Issuer to pay amounts owed to any in consideration of the issuance and incurrence of the 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 Debt and Article 13 of this IndentureSubordinated Securities, (ib) the payment proceeds 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 issuance 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 allotment of the Issuer’s ordinary shares, whether or not such securities or investments satisfy (c) the Asset Eligibility Criteria or other criteria set forth membership interests of the Co-Issuer, (d) any account in the definitions Cayman Islands or elsewhere maintained in respect of Portfolio Asset the funds referred to in items (a) and (b), together with any interest thereon and (e) the Preferred Shares Payment Account and any funds deposited in or Eligible Investments, as creditcredited to such account (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““Excluded Property””).

GRANTING CLAUSES. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Notes, the Trustee Noteholders 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 beloweach Hedge Counterparty, 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, the Preferred Shares Distribution Account 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, each Hedge Collateral Account, each Hedge Termination Account and any 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 Accountforegoing, (cd) 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) and 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, (de) 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 the amounts in the Preferred Shares Distribution Account, 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). The above Grant of Collateral is made "Assets." Such Grants are made, however, in favor of the Trustee to hold in trust trust, to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in each Hedge Agreement, subject to the Priority of Payments and Article 13 of this IndenturePayments, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; , except as expressly provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, and to secure (i) the payment of all amounts due on and in respect of the Notes and each Hedge Agreement in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, Indenture and (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectivelyIndenture. For the avoidance of doubt, the Secured Obligations)Assets shall not include the Excepted Assets 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 Noteholders and each Hedge Counterparty, as applicable, may be adequately and effectively protected in accordance with this Indenture.

GRANTING CLAUSES. The Issuer hereby Grants to the Indenture Trustee, for the benefit and security of the Holders of the Notes, the Trustee Notes and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth belowSeries Enhancers, all of its the Issuer's right, title and interest in, to and under, in each caseinterest, whether now owned or existinghereafter acquired, or hereafter acquired or arisingin, to and under (i) the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts, and on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Issuer, (aii) Collections and all Interchange and Recoveries allocable to the Portfolio Assets Issuer as provided in the Transfer and Servicing Agreement and all monies due or to become due and all amounts received or receivable with respect thereto (including proceeds of the Closing Date which reassignment of the Receivables to the Transferor pursuant to Sections 2.05(a) or 2.06 of the Transfer and Servicing Agreement), (iii) all Eligible Investments and all monies, investment properties, instruments and other property credited to the Collection Account, the Series Accounts and the Special Funding Account (including any subaccount of any such account), and all interest, dividends, earnings, income and other distributions from time to time received, receivable or otherwise distributed or distributable thereto or in respect thereof (including any accrued discount realized on liquidation of any investment purchased at a discount), (iv) all rights, remedies, powers, privileges and claims of the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee, including the Custodian) herewith and all payments thereon under or with respect theretoto any Series Enhancement, the Trust Agreement or the Transfer and all Portfolio Assets which are Delivered to the Trustee Servicing Agreement (directly or through an intermediary or bailee, including the Custodian) in the future whether arising pursuant to the terms hereof of such Enhancement Agreement, the Trust Agreement or the Transfer and Servicing Agreement or otherwise available to the Issuer at law or in equity), including the rights of the Issuer to enforce such Enhancement Agreement, the Trust Agreement or the Transfer and Servicing Agreement, and to give or withhold any and all payments thereon consents, requests, notices, directions, approvals, extensions or waivers under or with respect theretoto such Series Enhancement, (b) each of the Accounts (excluding any Class A-R Prepayment Account), Trust Agreement or the Transfer 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 Servicing Agreement to the credit of each such Account, (c) the Collateral Management Agreement same extent 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, could but for the Issuer Account Control Agreement, the Master Participation assignment and Assignment Agreement and the Side Letter Security Agreement, (d) all Cash delivered security interest granted to the Indenture Trustee (or the Custodian) for the benefit of the Secured PartiesNoteholders, (ev) the property conveyed to the Issuer under any Participation Interest Supplement and the right to receive Recoveries attributed to cardholder charges for merchandise and services in the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment AccountAccounts, (fvi) the rights of the Seller under the Receivables Purchase Agreements, (vii) all money, accounts, general intangibles, chattel paper, Deposit Accountsinstruments, general intangiblesdocuments, instruments and goods, investment property, deposit accounts, certificates of deposit, letters of credit and advices of credit consisting of, arising from, or related to the foregoing, (viii) all letter-of-credit rights proceeds of any derivative contracts between the Trust and other supporting obligations a counterparty, as described in an Indenture Supplement, (ix) all Insurance Proceeds relating to the foregoing (in each case as defined in the UCC)Receivables, (gx) any rights of the Transferor under the Receivables Purchase Agreements, (xi) 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 Issuer, (including xii) all present and future claims, demands, causes and choses in action in respect of any other securities or investments not listed above and whether or not constituting Portfolio Assets or Eligible Investments) all of the foregoing and (hxiii) any and all proceeds with respect to of the foregoing; provided that such Grants shall not include in each case, including 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 rights of the Trustee to hold in trust to secure Owner trustee and 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 Trust pursuant to the Revolving Credit Note Agreement Transaction Documents, but excluding the Transferor Interest and shall not be available all amounts distributable to the Issuer holders of any Certificates pursuant to pay amounts owed to the 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 Notes, the Trustee and the Collateral Administrator (collectively, the Secured Parties) (or, where particular Secured Parties are specified as the beneficiaries of such Grant with respect to items of personal property identified in any of the sub-clauses below, for the benefit and security of such Secured Parties only), except as expressly set forth below, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arisingarising (other than Excepted Assets), (a) the Portfolio Assets as Collateral Debt Securities listed in the Schedule of Closing Date Collateral Debt Securities which the Issuer purchases on the Closing Date which the Issuer and causes to be Delivered delivered to the Trustee (directly or through an intermediary agent or bailee) herewith, including the Custodian) herewith and all payments thereon or with respect thereto, thereto and all Portfolio Assets Collateral Debt Securities which are Delivered delivered to the Trustee (directly or through an intermediary agent or bailee, including ) after the Custodian) in the future Closing Date pursuant to the terms hereof (including the Collateral Debt Securities listed, as of the Effective Date, on the Schedule of Closing Date Collateral Debt Securities delivered by the Issuer pursuant to Section 7.17) and all payments thereon or with respect thereto, (b) each the rights of the Accounts Issuer under each Hedge Agreement, (excluding any Class A-R Prepayment c) the Collection Accounts, the Payment Account), the Expense Account, the Unused Proceeds Account, the Interest Reserve Account, the Delayed Funding Obligations Account, the Custodial Account, each Hedge Termination Account, each Hedge Collateral Account and any Eligible Investments purchased with funds on deposit in any of the Accounts (excluding any Class A-R Prepayment Account), related security entitlements and all income from the investment of funds therein and all other property standing to in any of the credit of each such Account, (c) the Collateral Management Agreement as set forth in Article 15 hereof, the Collateral Administration Agreement, each Placement Agency Agreement, each Subscription Agreement, the Revolving Credit Note Agreement, the Issuer Contribution Agreement, the Issuer Account Control Agreement, the Master Participation and Assignment Agreement and the Side Letter Security Agreementforegoing, (d) the Eligible Investments, (e) the rights of the Issuer under the Collateral Management Agreement, the Class A-1AR Note Purchase Agreement, each Collateral Debt Securities Purchase Agreement (including any Collateral Debt Securities Purchase Agreement entered into after the Closing Date) and the Servicing Agreement, (f) all Cash or Money delivered to the Trustee (or the Custodianits bailee) for the benefit of the Secured Parties, (e) for the exclusive benefit of each Class A-R Noteholder, the Issuer’s interest in such Class A-R Noteholder’s Class A-R Prepayment Account, (f) all accounts, chattel paper, Deposit Accounts, general intangibles, instruments and investment property, and all letter-of-credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCCdirectly or through a securities intermediary), (g) any all other property otherwise delivered to the Trustee (directly or through an intermediary or baileeinvestment property, including the Custodian) by or on behalf of accounts, instruments and general intangibles in which the Issuer (including any has an interest, other securities or investments not listed above and whether or not constituting Portfolio than the Excepted Assets or Eligible Investments) and (h) all proceeds with respect to the foregoing; provided that such Grants shall not include any Excepted Property foregoing clauses (a) through (g). The collateral described in the assets referred to in foregoing clauses (a) through (h), excluding the Excepted Property, are collectively ) is referred to herein as the Collateral). The above Grant of Collateral is made "Assets." Such Grants are made, however, in favor of the Trustee to hold in trust trust, to secure the Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in each Hedge Agreement, subject to the Priority of Payments and Article 13 of this IndenturePayments, the Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise; , except as expressly provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 of this Indenture, and to secure (i) the payment of all amounts due on and in respect of the Notes and each Hedge Agreement in accordance with their terms, (ii) the payment of all other sums payable under this Indenture, Indenture and (iii) the payment of amounts owing by the Issuer under the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, in each case all as provided in this Indenture (collectivelyIndenture. For the avoidance of doubt, the Secured Obligations)Assets shall not include the Excepted Assets. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this IndentureIndenture (but not for the purpose of determining compliance with any of the Coverage Tests or compliance by the Issuer with any of the other provisions hereof), be deemed to include any interests in any securities and any investments granted to the Trustee by or on behalf of the IssuerIssuer to the Trustee for the benefit of the Secured Parties, whether or not such securities or such investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset "Collateral Debt Security" or "Eligible Investments, Investment," as the case may be. Except to the extent otherwise provided in this Indenture, this Indenture shall constitute a security agreement under the laws of the State of New York applicable to agreements made and to be performed therein, for the benefit of the Noteholders and each Hedge Counterparty. Upon the occurrence and during the continuation of any Event of Default hereunder, and in addition to any other rights available under this Indenture or any other Assets held for the benefit and security of the Noteholders and each Hedge Counterparty or otherwise available at law or in equity but subject to the terms hereof, the Trustee shall have all rights and remedies of a secured party on default under the laws of the State of New York and other applicable law to enforce the assignments and security interests contained herein and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law and the terms of this Indenture, to sell or apply any rights and other interests assigned or pledged hereby in accordance with the terms hereof at public and private sale. The Trustee acknowledges such GrantGrants, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with with, and subject to, the terms hereof, in order that the interests of the Secured Parties may be adequately and effectively protected in accordance with this Indenture.

GRANTING CLAUSES. The Issuer hereby Grants to the TrusteeCollateral Agent, for the benefit and security of the Holders of the NotesSecured Debt, the Trustee Trustee, the Collateral Manager, the Collateral Agent, the Loan Agent 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 Collateral Agent (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) Collateral Agent 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 Credit 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) Collateral Agent 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 Margin Stock held by the Issuer (the assets referred to in (a) through (h), excluding any Margin Stock held by the Excepted PropertyIssuer, are collectively referred to as the Collateral“Assets”). The above Grant of Collateral is made in favor of the Trustee to hold in trust to secure the Notes Secured Debt, the Issuer’s other obligations to the Secured Parties under this Indenture, the other Transaction Documents, and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article 13 XIII of this Indenture, the Notes are Secured Debt is secured by the Grant equally and ratably without prejudice, priority or distinction between any Note Secured Debt and any other Note Secured Debt by reason of difference in time of issuance or otherwise; provided that, amounts on deposit in a Class A-R Prepayment Account shall be available only for distribution to the Class A-R Noteholders pursuant to the Revolving Credit Note Agreement and shall not be available to the Issuer to pay amounts owed to any Secured Parties other than the Class A-R Noteholders. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article 13 XIII of this Indenture, (i) the payment of all amounts due on the Notes Secured Debt in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Credit 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 or the Collateral Agent by or on behalf of the Issuer, whether or not such securities or investments satisfy the Asset Eligibility Criteria or other criteria set forth in the definitions of Portfolio Asset “Collateral Obligation” or “Eligible Investments”, as the case may be. The Trustee Collateral Agent acknowledges such Grant, the Trustee accepts the trusts hereunder in accordance with the provisions hereof, and the Collateral Agent and the Trustee each agrees to perform the their respective duties herein in accordance with the terms hereof.

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

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