Memorandum #:

CUSIP NUMBER: 387598 AA3

ISIN NUMBER: US387598AA31

CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM
OF
Grant Capital Investments, LLC
(a Wyoming limited liability company)
$1,800,000,000 Senior Discount Notes Due July 20, 2014

Offering Price $70,000,000 Per $100,000,000 Principal Amount

Minimum of $100,000,000 Principal Amount required per Closing

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE “RISK FACTORS.”

THIS OFFERING IS BEING MADE ONLY TO “QUALIFIED INSTITUTIONAL

BUYERS,” AS DEFINED IN RULE 144A OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”). THE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY
STATE AND WILL BE OFFERED IN THE UNITED STATES IN RELIANCE ON THE
EXEMPTION FROM REGISTRATION AFFORDED BY RULE 144A AND RULE 506
PROMULGATED UNDER THE SECURITIES ACT AND CORRESPONDING
PROVISIONS OF STATE SECURITIES LAWS. THE SECURITIES OFFERED
HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AGENCY OF
ANY STATE, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED ON THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

DELIVERY OF THIS MEMORANDUM TO ANYONE OTHER THAN A DESIGNATED

OFFEREE OR INDIVIDUALS RETAINED BY THE OFFEREE TO ADVISE HIM
WITH RESPECT TO THIS OFFERING IS UNAUTHORIZED AND MAY
CONSTITUTE A VIOLATION OF FEDERAL AND STATE SECURITIES LAWS. ANY
REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR ANY
DISCLOSURE OF ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY IS PROHIBITED.

EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF ITS

DATE OF ISSUE. NEITHER THE DELIVERY HEREOF, NOR ANY SALE MADE
HEREUNDER, SHALL CREATE AN IMPLICATION THAT THE AFFAIRS OF THE
COMPANY HAVE CONTINUED WITHOUT CHANGE SINCE SUCH DATE.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A

SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREIN IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH AN OFFER
OR SOLICITATION IS UNLAWFUL OR UNAUTHORIZED.

The date of this Confidential Private Placement Memorandum is July 20, 2009
 Confidential Private Placement Memorandum

The Confidential Private Placement Memorandum (the “Memorandum”) relating to an offering

(the “Offering”) of securities by Grant Capital Investments, LLC (the “Company”, or “us”) has
been prepared by us and is being submitted on our behalf. The Memorandum does not purport to
contain all information that a prospective investor may consider necessary in evaluating an
investment in us. Prospective investors should conduct their own investigation and analysis of
us and of the information included in this Memorandum. In particular, prospective investors
should consider the advice of their financial, legal, accounting, tax and other business advisors
and such other factors that they consider appropriate in investigating and analyzing us. By
accepting the Memorandum, the recipient agrees to and shall execute and deliver to the
Company an agreement to keep confidential the information contained herein or made available
in connection with any further investigation of us. In addition, the Company may require that
any prospective investor execute a confidentiality and non-disclosure agreement prior to its
receipt of this Memorandum.

The Memorandum may not be photocopied, reproduced or distributed to others at any time
without our prior written consent. By accepting the Memorandum, the recipient also agrees to
comply with the terms stated herein, as they relate to the Memorandum and other evaluation
material and agrees to immediately return the Memorandum and other evaluation materials to us
should the recipient terminate its review of a possible transaction involving us or should we
request the return of such materials.

The Offering has been prepared for informational purposes to assist the recipient in making its
own evaluation of the Company only, and with the express understanding that it will be used for
only this purpose.

The Company does not make any express or implied representation or warranty as to the
accuracy or completeness of the information contained in the Memorandum or in any additional
evaluation material, whether written or oral, made available in connection with any further
investigation of the Company. We expressly disclaim any and all liability that may be based on
such information, errors therein or omissions therefrom. Only those particular representations
and warranties, if any, which may be made to a party in a definitive written agreement regarding
a transaction involving us, when, as and if executed, and subject to such limitations and
restrictions as may be specified therein, will have any legal effect. The Memorandum shall
neither be deemed an indication of the state of affairs of the Company, nor constitute an
indication that there has been no change in the business affairs of the Company, since the date
hereof or since the dates as of which information is given in the Memorandum.

The Company, its affiliates and/or authorized consultants reserve the right at any time to (i)
negotiate with one or more prospective investors, recipients of this Memorandum or other
persons and to enter into one or more definitive agreements with one or more of such persons
regarding an investment in the Company on the terms set forth in this Memorandum or on other
terms and conditions, without prior notice to any recipient of the Memorandum or any other
person, (ii) terminate further participation in the investigation and proposal process by any
person, (iii) request the return of the Memorandum and any other evaluation material, (iv)
modify any procedures relating to this process without giving any reason therefore, (vi) accept or
reject any subscription for the securities offered hereby, for any reason or for no reason, in whole
or in part, or to allot to any prospective investor fewer than the number of securities such
investor desires to purchase and (vi) terminate the Offering at any time. This Memorandum does
not constitute an offer to sell or a solicitation of an offer to buy our securities to any person in

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any jurisdiction where it is unlawful to make such an offer or solicitation.

We are relying on an exemption from registration under the Securities Act of 1933, as amended
(the “Securities Act”), for offers and sales of securities that do not involve a public offering. The
initial purchasers are relying, in connection with the initial sale of the notes, on the exemptions
from registration under the Securities Act provided by Rule 144A under the Securities Act. By
purchasing the notes, you will be deemed to have made the acknowledgements, representations,
warranties and agreements set forth below under “Transfer Restrictions.” You should
understand that you may have to bear the financial risks of your investment for an indefinite
period of time. There are restrictions on transferability and resale that apply to the notes, and
you may not transfer or resell the notes in the United States, except as permitted under applicable
federal and state securities laws, pursuant to a registration statement or pursuant to Rule 144A or
another applicable exemption from registration.

[Remainder of page left intentionally blank.]

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 Grant Capital Investments, LLC
(a Wyoming limited liability company)

$1,800,000,000 Senior Discount Notes Due July 20, 2014

Offering Price $70,000,000 Per $100,000,000 Principal Amount

This Memorandum relates to an offering (the “Offering”) by Grant Capital Investments, LLC, a
Wyoming limited liability company (the “Company,” “we”, or “us”), of an aggregate of One
Billion and Eight Hundred Million) ($1,800,000,000) U.S. Dollars of Senior Discount Notes Due
July 20, 2014 to be issued in denominations of $100,000,000 in face amount and integral
multiples thereof (the “Notes”).

The Notes are being issued at a discounted price equal to 70% of the principal face amount
thereof and will have an initial accreted value of $700 per $1,000 principal amount. No cash
interest will accrue on the Notes. The accreted value of each Note will increase from the date of
issuance until the maturity at the rate of 7.394% per annum on a compounded basis, such that the
accreted value will equal the principal amount at maturity on that date.

The Notes will be issued under and equally and ratably secured by a Trust Indenture (the
“Indenture”), between the Company and The Bank of New York Mellon Corporation, as trustee
(the “Trustee").

The Notes are anticipated to be repaid out of the proceeds of:

• the resale of a portfolio of life settlement policies (and beneficial interests therein
held by trusts (collectively, the “Policies”) with aggregate net death benefits payable
equal to 122% of the face amount of the Notes sold (or $2,200,000,000, assuming all
of the Notes offered herein are sold) being purchased by us subsequent to the closing
of this Offering (the “Closing”, which term shall include the requirement that the
Policies (as defined below are purchased and the Project Loan (as defined below) is
made), equal to the face amount of the Notes (which sale proceeds are estimated to be
approximately $614,349,935)(assuming an annual appreciation rate of approximately
16%);

• a refinancing of an $800,000,000 five year term loan at 9% interest (the “Project

Loan”) which we have the right, but not the obligation to make to Trinity Power D1,
LLC, a Texas limited liability company (“Borrower”) pursuant to a Non-Binding
Letter of Intent which we entered into with Borrower on or around March 20, 2009
(the total amount loaned to Borrower will total $739,700,000, which amount includes
approximately $271,700,000 which represents prepaid interest payments which will
be received from us at the time we enter into the Project Loan) in order to enable the
Borrower to finance the cost of acquisition, construction and equipping of a waste-to-
energy facility (the “Project") which is tentatively planned to be located in the Dallas,
Texas, Metro area. The proceeds to us from such refinancing are estimated to be
approximately $800,000,000;

• a $100,000,000 discretionary fund, for investments made by us with the cash in such
fund, which the Company’s management will need to increase to a value of
$293,162,506 prior to the maturity of the Notes (an annual return of approximately
24%). The discretionary fund will be released to the Company as soon as the Notes

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 are purchased and prior to Closing. In the event the Closing does not occur, the
Company will repay the funds previously released from the discretionary account,
provided however that there will be no security for the repayment of such funds; and

• additional funds which the Company will receive from the interest on the Project
Loan and unused premium reserve payments, totaling approximately $93,000,000.

Accordingly, if one or more of the following occur, the Company will not be able to repay
the Notes in full and the investors may lose some or all of their investment: (i) the Company
is unable to sell the Policies for at least as much as the amount we anticipate (as described
herein); (ii) Borrower is unable to refinance the Project Loan, assuming we choose to make
such Project Loan on terms and conditions mutually acceptable to the parties, or otherwise
is not able to fully pay us the principal and interest on the Project Loan prior to the
maturity date of the Notes; (iii) the Company is unable to invest and/or receive an annual
return from the discretionary investment account sufficient to adequately repay the
principal portion of the Notes sold in this Offering; and/or (iv) the Company fails to
maintain sufficient additional capital to make up any deficiencies in the values of the above
sufficient to repay the Notes.

We intend to use some of the net proceeds to purchase Policies with aggregate net death benefits
payable of $2,200,000,000 which amount equals approximately 122% of the face amount of the
Notes due to be paid at maturity of the Notes. The Policies will be on insureds with life
expectancies of between 7 to 15 years. Accordingly, as the life expectancies will not predate the
maturity date of the Notes, the Company plans to sell the Policies prior to the maturity date of
the Notes and use the proceeds to repay the Notes in part. While we believe that the amount that
we expect to receive from the resale of the Policies is reasonable, we can’t assure you that the
Policies will realize that amount or any other minimum amount on resale. The Policies are
described in greater detail below.

Concurrently with the issuance of the Notes and the purchase of the Policies, it is anticipated that
the Company and the Borrower will enter into a mutually agreeable and mutually negotiated loan
agreement (the "Loan Agreement"), pursuant to which the Company will lend $739,700,000
(which amount is approximately 58.71% of the gross proceeds of the Offering, assuming the
entire amount of the Notes that are offered are sold) to finance the Project, pursuant to the Letter
of Intent described below under “Letter of Intent.” The Project Loan will bear interest at the rate
of 9% annually (except for the prepaid interest described below), with a total of $800,000,000
payable at the maturity of the loan. Interest for approximately the first 3 and 3/4 years of the
Project Loan (totaling approximately $271,700,000) will be prepaid at the closing of the Project
Loan and will be retained by us for discretionary investments and to pay premiums due on the
Policies. The obligations of the Borrower under the Loan Agreement will be secured by a
mortgage and/or collateral assignment of the lease on the Project in favor of the Company on real
property both acquired and leased by Borrower and a security interest in substantially all of its
other assets, granted to the Trustee for the equal and ratable benefit of the holders of the Notes.

Assuming we agree to make the Project Loan, which Project Loan is a required term of this
Offering, it is contemplated that the obligations of Borrower under the Loan Agreement will be
secured by a Mortgage and Security Agreement (the "Mortgage") executed by Borrower in favor
of the Company and a Collateral Assignment Agreement (the "Collateral Assignment") executed
by Borrower in favor of the Company, the final terms of which have not been agreed to or
finalized to date. The Company plans to assign its rights in the Loan Agreement, the Mortgage

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and the Collateral Assignment to the Trustee under the Indenture for the equal and ratable benefit
of the holders of the Notes (“Noteholders”).

The obligations of Borrower under the Loan Agreement are non-recourse and will not be
guaranteed by any of the principals of Borrower.

The gross proceeds from the sale of the Notes (anticipated to be approximately $1.26 billion,
assuming all Notes offered herein are sold) will be used as follows:

• Approximately 58.71% (or $739,700,000) will be used to fund the Project Loan as
described in greater detail below under “Letter of Intent” (of which approximately
$271,700,000 will immediately be repaid to us in prepaid interest payments, which
we will hold in a separate account, make investments with such funds and use such
funds to pay the premium payments on the Policies, described below);

• Approximately 23.21% (or $292,500,000) will be used to purchase contestable

policies (and/or beneficial interests in trusts holding such policies) issued by “A,”
“AA” and “AAA” rated insurance companies with aggregate net death benefits
payable equal to approximately 122% of the face amount of the Notes (or
$2,200,000,000 if the maximum principal amount of Notes which are being offered
are sold). In the event that the policies cost more than anticipated, the total funds
retained by the Company for discretionary investment (as described below), will be
reduced to allow the Company sufficient capital to purchase the policies;

• Approximately 7.94% (or $100,000,000) will be retained by us to fund other projects

or to be otherwise used in our discretion (which amount does not include
approximately $271,700,000 which will be funded from the prepaid interest on the
Project Loan and used by us for discretionary investments and to pay premiums on
the Policies, as described above);

• Approximately 3.0% (or $37,800,000) will be used to pay management fees payable
to the Trustee, Servicer and other service providers, paid out to any selling agents or
brokers as a finder’s fee and to pay other fees associated with this Offering, and not
more than $3,000,000 of such amount will be used for working capital expenses of
the Company, including legal and accounting fees, and/or due diligence on the Project
Loan or loans to the Borrower in connection with the construction of the Project, of
which amount no more than $2,000,000 will be used for working capital expenses
prior to the Closing, and no more than 1% or $12,600,000 will be used for expenses
prior to Closing (“Pre-Closing Expenses”); and

• Approximately 7.14% (or $90,000,000 will be set aside into a Premium Reserve
Account under the control of the Trustee (the “Premium Reserve Account”) to pay
premiums for the senior life settlement policies, for the second year that the Company
will hold the Policies only.

A default by Borrower under the Project Loan as a result of the failure by Borrower to pay the
interest due on the Project Loan will not constitute an event of default under the Notes.
Therefore, the maturity date of the Notes will not be accelerated in such event. Instead, under
the terms of the Project Loan (as such terms are currently contemplated), if such an event of
default occurs, the Company will have the right, among other things, to assume control of the

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Project. However, the Company has no experience in operating a waste to energy facility and we
cannot assure you that we will be able to successfully complete, operate or sell the Project if we
assume control.

The Notes will be secured by a security interest on all of our assets (provided that we do not
currently have any assets and do not anticipate having any assets following this Offering other
than the Collateral described below, which may not equal the repayment value of the Notes)
including our interests in the following (the “Collateral”):

• the Policies (and Policy files), any death benefits paid on or other proceeds with
respect to the Policies, and the proceeds from the sale of the Policies, the proceeds
from any errors and omissions protection policy, any fidelity note and any blanket
damage policy held by the administrator or escrow agents, to the extent such proceeds
relate to any Policy or obligations, the proceeds all of which will be set forth in a
dedicated account established under the Indenture;

• our rights and benefits under the Loan Agreement and the agreements ancillary
thereto (the “Project Loan Documents”, assuming we decide to enter into such Project
Loan and execute such Project Loan Documents in our sole discretion);

• all amounts on deposit in designated accounts established in the Indenture to facilitate

the purchase of the Policies and the payment of premiums on the Policies; and

• the investments we will make with the discretionary investment funds.

The Trustee will hold the Collateral as security for the ratable benefit of the holders of the Notes.
After we acquire the Policies (and for so long as we continue to own the Policies) we will be
required to pay all premiums due on the Policies until the death of the insured. Otherwise, the
Policies will lapse and become worthless. Following the Closing, we will deposit in a premium
reserve account (the Premium Reserve Account) established under the Indenture, an amount
which we believe will be sufficient to cover all premiums payable on all Policies until only the
second year we hold such Policies (with the additional Policy premiums needing to be paid by
the Company through its planned return on its other investments, including the investments from
the discretionary account and the Project Loan, of which there can be no assurance).

The Notes will be our senior secured debt obligations secured by a security interest in all of our
assets (which is only anticipated to include the Collateral described above) which will rank
senior to any of our future subordinated obligations and pari passu with all of our other debt
obligations. As of the date of this Memorandum, we have no other outstanding debt obligations.
Under the Indenture, we are not permitted to issue additional debt for borrowed money without
the approval of the holders of a majority in principal amount of the Notes then outstanding.

We may choose to apply to list the Notes as designated securities on the PORTAL system, in our
sole discretion and if listed the Notes will trade on the PORTAL system for 144A securities.

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 Investing in the Notes involves risks. See “Risk Factors” beginning on page 26.

The Company is a privately held Wyoming limited liability company formed for the specific
purpose described in this Memorandum. The only securities offered for sale subject to this
Memorandum are the Notes and no equity, equity-linked or debt securities other than the Notes
are being offered pursuant to this Memorandum.

These securities are being offered exclusively to “qualified institutional buyers” within the
meaning of Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”).

We will receive the net proceeds from the sale of the Notes (estimated to be approximately $1.26
billion) after deducting any commissions and expenses incurred in connection with the Offering
and sale of the Notes.

Pending the sale of the Notes, all proceeds will be deposited in a closing escrow account
maintained with The Bank of New York Mellon Corporation (“Trustee”). The monies will be
held in escrow until December 31, 2009 (which date is subject to change as contemplated in
clauses (i) through (iii) of the next paragraph) to allow us to locate a suitable portfolio of Policies
to purchase and negotiate and draft the documents relating to the Project Loan and the funds will
be released at the time of Closing of the purchase of the portfolio of Policies and closing of the
Project Loan.

The Offering will terminate on the earlier to occur of (i) the sale of all of the Notes offered
hereby, or (ii) December 31, 2009, unless extended in our sole discretion to no later than
February 28, 2010.

In the event that the Closing does not occur, the amount in the closing escrow account will be
returned pro rata to the subscribers, less any fees associated with the preparation of this
Memorandum and any commissions or other fees or expenses including, but not limited to those
expenses associated with the transactions contemplated herein, the Trustee, the Servicer, the
Custodian or the Registrar of the Notes, which amount is not to exceed 1% of the total Notes
sold prior to the Closing and/or the cost to unwind any of the transactions contemplated herein
(e.g., if some, but not all of the Policies are purchased, those purchased Policies will have to be
immediately resold, which will likely require us to resell such Policies at a substantial discount),
as well as up to $2,000,000 in working capital expenses which the Company will use as soon as
the Notes are purchased, as well as any deficiency in the discretionary investment account, which
the Company will begin to draw on as soon as any Notes are sold. As such, in the event the
Closing does not occur it is unlikely that the entire amount of your initial investment in the
Company will be returned, and as such, you will bear the risk of any decrease in the value of
your investment even if the Closing does not occur.

There is currently no public market for the Notes. The Notes have not been registered under the
Securities Act of 1933, as amended, or any state securities laws. The Notes are subject to
restrictions on resale and transfer as described in this Offering Memorandum. The Notes are
anticipated to be evidenced by a Global Note deposited with and registered in the name of a
nominee of The Depository Trust Company. Except as described herein, beneficial interests in
the Global Note will be shown on, and transfers thereof will be effected only through records
maintained by The Depository Trust Company and its direct and indirect participants.

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 NOTICE TO INVESTORS

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A

SOLICITATION OF AN OFFER TO BUY THE SECURITIES TO ANY PERSON IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH,
RECOMMENDED BY OR APPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION (THE “SEC”) OR ANY OTHER FEDERAL, STATE OR FOREIGN
SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAS THE SEC OR
ANY SUCH SECURITIES COMMISSION OR AUTHORITY PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
YOU SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS
INVESTMENT, LEGAL OR TAX ADVICE. YOU SHOULD CONSULT YOUR LEGAL
COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF A PURCHASE OF THE SECURITIES.
THE COMPANY IS NOT MAKING ANY REPRESENTATION TO YOU REGARDING
THE LEGALITY OF AN INVESTMENT IN THE SECURITIES BY YOU UNDER
APPLICABLE SECURITIES OR SIMILAR LAWS.
IN MAKING AN INVESTMENT DECISION REGARDING THE SECURITIES OFFERED
HEREBY, YOU MUST RELY ON YOUR OWN EXAMINATION OF THE COMPANY
AND THE TERMS OF THIS OFFERING, INCLUDING, WITHOUT LIMITATION, THE
MERITS AND RISKS INVOLVED.
THIS OFFERING IS BEING MADE IN THE UNITED STATES IN RELIANCE ON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), FOR AN OFFER AND SALE OF THE
SECURITIES THAT DOES NOT INVOLVE A PUBLIC OFFERING. THE OFFERING
MAY ALSO BE MADE OUTSIDE OF THE UNITED STATES PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION S (“REGULATION S”)
PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE UNITED
STATES (A) IN THE ABSENCE OF (X) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (Y) AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, IN A
GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT, OR (B) UNLESS SOLD PURSUANT TO, AND IN
ACCORDANCE WITH, RULE 144A UNDER THE ACT OR (II) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER
THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS
AND REGULATIONS. YOU WILL BE DEEMED TO HAVE MADE CERTAIN
ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS AS SET FORTH
UNDER THE CAPTION "TRANSFER RESTRICTIONS'' BELOW IN CONNECTION
WITH YOUR PURCHASE UNDER THIS OFFERING AND/OR ANY SUBSEQUENT
OFFERING, SALE, TRANSFER OR ASSIGNMENT.
THIS MEMORANDUM IS BEING PROVIDED ON A CONFIDENTIAL BASIS TO
PROSPECTIVE INVESTORS FOR INFORMATIONAL USE SOLELY IN CONNECTION

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WITH THEIR CONSIDERATION OF THE PURCHASE OF THE SECURITIES. IN THE
UNITED STATES THIS MEMORANDUM IS BEING PROVIDED ONLY TO “QUALIFIED
INSTITUTIONAL BUYERS” AS DEFINED IN RULE 144A PROMULGATED UNDER
THE SECURITIES ACT. THE USE OF THIS MEMORANDUM FOR ANY OTHER
PURPOSE IS NOT AUTHORIZED. THIS MEMORANDUM MAY NOT BE COPIED OR
REPRODUCED IN WHOLE OR IN PART, NOR MAY IT BE DISTRIBUTED OR ANY OF
ITS CONTENTS BE DISCLOSED TO ANYONE OTHER THAN THE PROSPECTIVE
INVESTORS TO WHOM IT IS BEING PROVIDED.
YOU SHOULD BE AWARE THAT YOU MAY BE REQUIRED TO BEAR THE
FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE INFORMATION CONTAINED IN THIS MEMORANDUM HAS BEEN FURNISHED
BY US AND OTHER SOURCES WE BELIEVE TO BE RELIABLE. NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY US OR
ANY SELLING AGENT WE MAY USE AS TO THE ACCURACY OR COMPLETENESS
OF ANY OF THE INFORMATION SET FORTH IN THIS MEMORANDUM, AND
NOTHING CONTAINED IN THIS MEMORANDUM IS OR SHALL BE RELIED UPON AS
A PROMISE OR REPRESENTATION, WHETHER AS TO THE PAST OR THE FUTURE.
THIS MEMORANDUM CONTAINS SUMMARIES, BELIEVED TO BE ACCURATE, OF
SOME OF THE TERMS OF SPECIFIC DOCUMENTS, BUT REFERENCE IS MADE TO
THE ACTUAL DOCUMENTS FOR THE COMPLETE INFORMATION CONTAINED IN
THOSE DOCUMENTS. ALL SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY
THIS REFERENCE.
THE COMPANY RESERVES THE RIGHT TO WITHDRAW THIS OFFERING OF
SECURITIES AT ANY TIME AND WE RESERVE THE RIGHT TO REJECT ANY
SUBSCRIPTION, FOR ANY REASON OR FOR NO REASON, TO SUBSCRIBE FOR
THE SECURITIES IN WHOLE OR IN PART AND TO ALLOT TO YOU LESS THAN
THE FULL AMOUNT OF SECURITIES SUBSCRIBED FOR BY YOU.
THE POSSESSION OR DISTRIBUTION OF THIS MEMORANDUM AND THE OFFER
AND SALE OF THE SECURITIES MAY BE RESTRICTED BY LAW IN SOME
JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS MEMORANDUM OR
ANY OF THE SECURITIES COME MUST INFORM THEMSELVES ABOUT AND
OBSERVE ANY SUCH RESTRICTIONS.

WE WILL RECEIVE THE NET PROCEEDS FROM THE SALE OF THE SECURITIES,
WHICH PROCEEDS WILL BE USED AS DESCRIBED HEREIN.

PRIOR TO THIS OFFERING OF NOTES, THERE HAS BEEN NO SALE OF

SECURITIES BY THE COMPANY OF ANY KIND, AND IT IS NOT EXPECTED THAT
AN ACTIVE MARKET FOR THE NOTES WILL EVER DEVELOP.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND

SHOULD ONLY BE PURCHASED BY THOSE WHO CAN AFFORD TO LOSE THEIR
ENTIRE INVESTMENT. SEE “RISK FACTORS.”

THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO

PERMIT THE NOTES TO BE ELIGIBLE FOR CLEARANCE AND SETTLEMENT
THROUGH THE FACILITIES OF DTC, AND RESERVES THE RIGHT IN ITS SOLE
DISCRETION TO PERMIT THE NOTES TO BE ELIGIBLE FOR CLEARANCE AND

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SETTLEMENT THROUGH EUROCLEAR AND/OR CLEARSTREAM.

THIS MEMORANDUM DOES NOT PURPORT TO BE COMPLETE OR TO CONTAIN

ALL THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN
INVESTIGATING THE COMPANY AND AN INVESTMENT IN THE SECURITIES
OFFERED HEREBY. IN ALL CASES, PROSPECTIVE INVESTORS SHOULD
CONDUCT THEIR OWN INVESTIGATION AND ANALYSIS OF THE COMPANY
AND OF THE DATA SET FORTH IN THIS MEMORANDUM. THIS MEMORANDUM
DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT
A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT
MISLEADING. ALL OFFEREES AND SUBSCRIBERS WILL HAVE THE
OPPORTUNITY TO MEET WITH THE REPRESENTATIVES OF THE COMPANY,
SHOULD THEY SO CHOOSE, TO VERIFY ANY OF THE INFORMATION
INCLUDED HEREIN AND TO OBTAIN ADDITIONAL INFORMATION REGARDING
THE COMPANY AND/OR THE NOTES. COPIES OF ALL DOCUMENTS,
CONTRACTS, FINANCIAL STATEMENTS (IF ANY), AND OTHER COMPANY
RECORDS WILL BE MADE AVAILABLE FOR INSPECTION AT ANY SUCH
MEETING OR DURING NORMAL BUSINESS HOURS UPON REASONABLE
REQUEST TO THE COMPANY. OFFEREES AND SUBSCRIBERS WILL BE ASKED
TO ACKNOWLEDGE, IN THE SUBSCRIPTION AGREEMENT, THAT THEY HAVE
READ THIS MEMORANDUM CAREFULLY AND THOROUGHLY, THAT THEY
WERE GIVEN THE OPPORTUNITY TO OBTAIN ADDITIONAL INFORMATION
AND THEY DID SO TO THEIR SATISFACTION.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY

REPRESENTATION NOT CONTAINED IN THIS MEMORANDUM AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED. THE DELIVERY OF THIS
MEMORANDUM DOES NOT IMPLY THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME OTHER THAN THE DATE THEREOF.

THE COMPANY IS RELYING ON AN EXEMPTION FROM REGISTRATION UNDER

THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), FOR
OFFERS AND SALES OF SECURITIES THAT DO NOT INVOLVE A PUBLIC
OFFERING. THE INITIAL PURCHASERS ARE RELYING, IN CONNECTION WITH
THE INITIAL SALE OF THE NOTES, ON THE EXEMPTIONS FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144A
UNDER THE SECURITIES ACT. BY PURCHASING THE NOTES, YOU WILL BE
DEEMED TO HAVE MADE THE ACKNOWLEDGEMENTS, REPRESENTATIONS,
WARRANTIES AND AGREEMENTS SET FORTH BELOW UNDER “TRANSFER
RESTRICTIONS.” YOU SHOULD UNDERSTAND THAT YOU MAY HAVE TO BEAR
THE FINANCIAL RISKS OF YOUR INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME. THERE ARE RESTRICTIONS ON TRANSFERABILITY AND RESALE
THAT APPLY TO THE NOTES, AND YOU MAY NOT TRANSFER OR RESELL THE
NOTES IN THE UNITED STATES, EXCEPT AS PERMITTED UNDER APPLICABLE
FEDERAL AND STATE SECURITIES LAWS, PURSUANT TO A REGISTRATION
STATEMENT OR PURSUANT TO RULE 144A OR ANOTHER APPLICABLE
EXEMPTION FROM REGISTRATION.

- 11 -
WHEN USED IN THIS MEMORANDUM, THE WORDS OR PHRASES “WILL
LIKELY RESULT,” “ARE EXPECTED TO,” “WILL CONTINUE,” “IS
ANTICIPATED,” “ESTIMATE,” “PROJECT,” ”EXPECT,” “BELIEVE,” “HOPE,”
“WOULD,” OR SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
“FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF SUCH TERM
IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THE
ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS MAY DIFFER
SIGNIFICANTLY FROM THE RESULTS AND TIMING DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES NOT LIMITED TO THE RISKS
DESCRIBED HEREIN. THE COMPANY HEREBY CAUTIONS READERS NOT TO
PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS,
WHICH SPEAK ONLY AS OF THE DATE MADE. SUCH INFORMATION MAY
CHANGE OR BECOME INVALID AFTER THE DATE OF THIS MEMORANDUM,
AND, BY MAKING THESE FORWARD-LOOKING STATEMENTS, THE COMPANY
UNDERTAKES NO OBLIGATION TO UPDATE SUCH STATEMENTS AFTER THE
DATE OF THIS MEMORANDUM, EXCEPT AS REQUIRED BY LAW.

[Remainder of page left intentionally blank.]

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 FURTHER NOTICES TO PROSPECTIVE INVESTORS

THIS MEMORANDUM IS SUBMITTED IN CONNECTION WITH THE PRIVATE

OFFERING OF THE NOTES AND MAY NOT BE REPRODUCED OR USED FOR ANY
OTHER PURPOSE. BY ACCEPTING DELIVERY OF THIS MEMORANDUM, EACH
RECIPIENT AGREES TO RETURN THIS MEMORANDUM AND ALL OTHER
DOCUMENTS TO THE COMPANY IF THE RECIPIENT DOES NOT PURCHASE
ANY OF THE NOTES.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR

OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE
NOT BEEN RECOMMENDED BY ANY FEDERAL AUTHORITY. FURTHERMORE,
THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE NOTES ARE OFFERED SUBJECT TO THE ACCEPTANCE BY THE COMPANY

OF OFFERS BY PROSPECTIVE INVESTORS, ALLOCATION OF NOTES BY THE
COMPANY AND OTHER CONDITIONS SET FORTH HEREIN. THE COMPANY
MAY REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART, AND NEED NOT
ACCEPT OFFERS IN THE ORDER RECEIVED.

THE COMPANY SHALL ONLY ACCEPT OFFERS IN THE UNITED STATES FROM
PERSONS WHO ARE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE
144A OF THE SECURITIES ACT.

[Remainder of page left intentionally blank.]

- 13 -
 STATE REQUIREMENTS

NEVADA RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEVADA
SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER
RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE
SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF
TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

FOR COLORADO RESIDENTS: THIS INFORMATION IS DISTRIBUTED

PURSUANT TO AN EXEMPTION FOR OFFERINGS UNDER THE RULES OF THE
COLORADO SECURITIES DIVISION. THE SECURITIES DIVISION HAS NEITHER
REVIEWED NOR APPROVED ITS FORM OR CONTENT. THE SECURITIES
DESCRIBED MAY ONLY BE PURCHASED BY “QUALIFIED INSTITUTIONAL
BUYERS” AS DEFINED BY RULE 144A AND THE RULES OF THE COLORADO
SECURITIES DIVISION.

NEW YORK RESIDENTS: THIS PRIVATE OFFERING MEMORANDUM HAS NOT

BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND
USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THIS PRIVATE
OFFERING MEMORANDUM DOES NOT CONTAIN MISLEADING OR UNTRUE
STATEMENTS OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
NECESSARY TO MAKE THE STATEMENTS MADE IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING. IT
CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS
PURPORTED TO BE SUMMARIZED HEREIN.

FOR FLORIDA RESIDENTS: PURSUANT TO SECTION 517.061(11) OF THE

FLORIDA STATUES, IF SECURITIES ARE SOLD TO FIVE (5) OR MORE FLORIDA
RESIDENTS, FLORIDA INVESTORS WILL HAVE A THREE (3) DAY RIGHT OF
RESCISSION. INVESTORS WHO HAVE EXECUTED A SECURITIES PURCHASE
AGREEMENT MAY ELECT, WITHIN THREE (3) BUSINESS DAYS AFTER THE
FIRST TENDER OF CONSIDERATION THEREFORE, TO WITHDRAW THEIR
SUBSCRIPTION AND RECEIVE A FULL REFUND (WITHOUT INTEREST) OF ANY
MONEY PAID BY THEM. SUCH WITHDRAWAL WILL BE WITHOUT ANY
FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH SUCH WITHDRAWAL,
AN INVESTOR NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY
AT THE ADDRESS SHOWN HEREIN INDICATING HIS INTENTION TO
WITHDRAW. SUCH LETTER OR TELEGRAM MUST BE SENT AND
POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD
BUSINESS DAY. IF SENDING A LETTER, AN INVESTOR SHOULD SEND IT BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS
RECEIVED AND TO EVIDENCE THE TIME WHEN IT IS MAILED. ANY ORAL
REQUESTS FOR RESCISSION SHOULD BE ACCOMPANIED BY A REQUEST FOR
WRITTEN CONFIRMATION THAT THE ORAL REQUEST WAS RECEIVED ON A
TIMELY BASIS.

- 14 -
 NASAA UNIFORM LEGEND

IN MAKING AN INVESTMENT DECISION, PROSPECTIVE PURCHASERS SHOULD

RELY ONLY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY
CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES
HAVE NOT CONFIRMED THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD, EXCEPT AS PERMITTED UNDER
THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS
OF THE SECURITIES SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.

THIS MEMORANDUM IS SUBJECT TO AMENDMENT AND SUPPLEMENTATION

AS APPROPRIATE.

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 TABLE OF CONTENTS
Page
FORWARD LOOKING STATEMENTS ................................................................................17

GLOSSARY OF TERMS .........................................................................................................17

SUMMARY..............................................................................................................................18

RISK FACTORS ......................................................................................................................26

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ................48

USE OF PROCEEDS ...............................................................................................................50

THE LIFE SETTLEMENT INDUSTRY ................................................................................51

SENIOR LIFE SETTLEMENT POLICIES .............................................................................55

PROPOSED WASTE TO ENERGY FACILITY OF THE BORROWER ..............................58

SECURITY OWNERSHIP OF THE COMPANY...................................................................66

MANAGING DIRECTORS AND EXECUTIVE OFFICERS ................................................66

THE PROPOSED LOAN AGREEMENT................................................................................68

THE INDENTURE AND THE NOTES...................................................................................71

FORM, DENOMINATION, TRANSFER, EXCHANGE AND

BOOK-ENTRY PROCEDURES..............................................................................................80

CERTAIN PARTIES INVOLVED IN THE OFFERING AND

ADMINISTRATION OF THE NOTES ...................................................................................84

PLAN OF DISTRIBUTION .....................................................................................................85

TRANSFER RESTRICTIONS.................................................................................................86

AVAILABLE INFORMATION...............................................................................................89

EXHIBITS
Exhibit A Form of Indenture (with Form of Global Note attached)*
Exhibit B Form of Subscription Agreement
Exhibit C Rule 144A of the Securities Act of 1933, as amended
Exhibit D Form of Servicing Agreement*
Exhibit E Form of Escrow Agreements*
Exhibit F Form of Custodial Agreement*

* Subject to change prior to finalization and execution.

- 16 -
 FORWARD LOOKING STATEMENTS

This Memorandum includes forward-looking statements within the meaning of Section 27A of
the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). We have based these forward-looking statements on our current expectations
and projections about future events. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about us that may affect our actual results, levels
of activity, performance, or achievements expressed or implied by such forward-looking
statements. These factors are discussed in the “Risk Factors” section of this Memorandum. In
some cases you can identify forward-looking statements by terminology such as “may”,
“should”, “could”, “would”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “continue”, or
the negative of such terms or other similar expressions. All forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in their entirety by the
cautionary statements included in this Memorandum. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this Memorandum might not occur.

The Company’s ability to predict projected results or to predict the effect of any legislation or
other pending events on the Company’s operating results is inherently uncertain. Therefore, the
Company wishes to caution each reader of the Memorandum to carefully consider specific
factors, including competition for products; the uncertainty of developing or obtaining rights to
new products or facilities that will be accepted by the market; the effects of government
regulations and other factors discussed herein because such factors in some cases have affected;
and in the future (together with other factors) could affect, the ability of the Company to achieve
its projected results and may cause actual results to differ materially from those expressed herein.

GLOSSARY OF TERMS

This Memorandum refers to the following terms which are commonly used in the life insurance
business:

The term “senior life settlement policies” means life insurance policies where the insured is
over the age of 65, which have previously been sold by the insured to an “aggregator” of life
insurance policies.

The term “beneficial interest” means the interest of a beneficiary of a trust which is in turn the
beneficiary (the person to receive the death benefit under the policy) of a life insurance policy on
the life of an insured. In the settlement transaction, the beneficial interest in the trust holding the
policy is assigned to the purchaser, rather than the policy itself.

The term “contestability period” means a period, which is generally two years after the date of
issuance of the policy, during which the issuer of the policy (the “insurer”) may contest its
obligation to pay benefits thereunder due to various reasons, including fraud or a lack of full
disclosure concerning the health of the insured; provided however that the insurer may still
contest the policy at any time regardless of whether the policy is within the contestability period
or not.

- 17 -
 SUMMARY

This summary is not complete and does not contain all of the information that investors should
consider before purchasing the Notes. Investors should read the entire Memorandum carefully,
including the more detailed information regarding the Company and the risks of purchasing the
Notes discussed under the heading “Risk Factors.” Whenever the words “we”, “us”,
“Company,” “our” and “issuer” appear in the Memorandum, they refer to Grant Capital
Investments LLC, unless the context otherwise requires. Whenever the words “Borrower”
appear in the Memorandum, they refer to Trinity Power D1, LLC, a Texas limited liability
company.

The Company

Grant Capital Investments, LLC was formed as a Wyoming limited liability company on
November 25, 2008. We have no prior operating history. Our business will consist solely of
issuing the Notes in order to (i) purchase and pay a portion of the premiums on the senior life
insurance policies (and beneficial interests in trusts holding such policies), (ii) provide the
Project Loan financing as described herein, (iii) and make such other investments as the
Company may desire in its sole and absolute discretion out of the proceeds of the discretionary
fund and the funds received in prepayment of the Project Loan (as described above), which
proceeds will be used for, among other things, the payment of premiums on the Policies, as
described above.

Our principal office is located at 5858 Westheimer, Suite 406, Houston, Texas 77057.

We may enter into agreements with one or more dealers, who, if required, will be registered as
broker-dealers with the Securities and Exchange Commission (the “SEC”) under the Securities
Exchange Act of 1934, as amended, and will be members in good standing of the Financial
Industry Regulatory Authority (“FINRA”), under which such dealers will act as our selling
agents for the Notes.

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- 18 -
The Offering:

Securities offered One Billion Eight Hundred Million ($1,800,000,000) aggregate

face amount of our Senior Discount Notes Due July 20, 2014.

Offering price 70% of the face amount of the Notes.

Gross Proceeds to Company One Billion Two Hundred and Sixty Million Dollars
(assuming all of the Notes ($1,260,000,000).
offered herein are sold and
before the deduction of any
expenses payable in connection
with the Offering)

Interest No cash interest will accrue on the Notes.

Maturity Date July 20, 2014.

Security The Notes will be secured by a first priority security interest on

all of our assets including the following (collectively, the
“Collateral”):
• senior life settlement policies (and beneficial interests
in certain trusts holding such policies (collectively,
the “Policies”) purchased by us with the net proceeds
of the sale of the Notes (and the Policy files related
thereto);
• the proceeds from the sale of the Policies;
• any net death benefits or other proceeds payable with
respect to the Policies;
• the proceeds from any errors and omissions
protection policy, any fidelity note and any blanket
damage policy held by the administrator or any
escrow agent, to the extent such proceeds relate to
any Policy;
• our rights and benefits under the Notes, the Indenture
and other transaction documents (which includes the
Administration Agreement with Asset Services
Group, LLC (“ASG”), the Custodial Agreement with
ASG and certain escrow agreements with Trustee
which are referred to below);
• our rights and benefits under the Project Loan
(assuming we agree to such negotiated terms), and
any other Loan Agreements or other entities
management elects to fund using the discretionary
account funds as well as any of the other documents
ancillary thereto;
• all amounts on deposit in designated accounts
established under the Indenture to facilitate the
purchase of the Policies and the payment of premiums

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 on the Policies; and
• the discretionary investments and proceeds therefrom
that our management has the right to make in their
sole discretion from the funds deposited into the
discretionary investment account.

Not Convertible The Notes are not convertible into securities of the Company or
any other entity.

S Rank The Notes are our senior secured obligations and will rank
senior to all of our future subordinated indebtedness and on an
equal basis with all of our other indebtedness. As of the date of
this Memorandum, we have no other outstanding debt
obligations other than those debt obligations assumed in the
normal course of business. Under the Indenture, we are not
permitted to issue additional debt for borrowed money without
the approval of the holders of a majority in principal amount of
the Notes then outstanding.

DTC Eligibility In the event that holders of a majority in interest of the

outstanding Notes request that the Company permit the Notes to
be eligible for clearance and settlement through DTC, the
Company will use its commercially reasonable efforts to permit
the Notes to be eligible for clearance and settlement through
DTC (“DTC Eligibility”).

Euroclear and ClearstreamThe Company reserves the right in its sole discretion to use its
Eligibility commercially reasonable efforts to permit the Notes to be
eligible for clearance and settlement through the facilities of
Euroclear and/or Clearstream.

Global Notes; Book-entryIn the event the Notes are approved for DTC Eligibility, the
system Notes will be evidenced by one or more global notes (“Global
Notes”) deposited with the Depositary Trust Company (“DTC”)
registered in the name of Cede & Co (DTC’s nominee) and
beneficial interests in the Global Notes will be shown on, and
transfers of those beneficial interests can only be made through,
records maintained by DTC and its participants.

No Redemption The Notes are not redeemable at the option of the Company
prior to maturity. There is no mandatory sinking fund.

Use of Proceeds To purchase a portfolio of Policies with net death benefits

payable equal to approximately 122% of the face amount of the
Notes and pay certain of the premiums due on the Policies;

To finance the Borrower’s construction and operation of a

waste to energy facility located near Dallas, Texas (assuming a
definitive loan agreement can be reached); and

- 20 -
 To fund other projects or to be otherwise used in our discretion.

E Events of Default The following are events of default as set forth in the Indenture:

• we fail to pay the principal on any Note

when due;

• we fail to perform any other covenant, and

that failure continues for 30 days after
written notice to us and the Trustee by the
holders of at least a majority in aggregate
face amount of the outstanding Notes;

• events of bankruptcy, insolvency or

reorganization with respect to us;

• we default under any other debt that results

in the acceleration or maturity of that debt
having a then outstanding principal amount
in excess of $75 million;

• a final non-appealable judgment or

judgments are entered against us for the
payment of money in an aggregate amount in
excess of $50 million;

• the lien on the Collateral shall, at any time,

cease to be in full force and effect for any
reason or any security interest created under
the Indenture shall be declared invalid or
unenforceable and such default has
continued for a period of ninety (90) days
after the occurrence thereof;

• Our failure to keep at least two (2) months of

premiums in the premium reserve account,
within thirty (30) days of written notice of
such default by the Trustee; or

• Any Transaction Document (as defined in

the Indenture) or Project Loan Document
and/or material term of such agreements
shall be declared to be illegal or
unenforceable.

Not Rated The Notes are not being rated by any rating agency.

Trading of Notes We intend to apply for PORTAL designation for the Notes. If

- 21 -
 designated as NASDAQ OMX PORTAL online designation
system (“PORTAL”) securities they will thereafter trade on the
PORTAL as designated 144A securities.

Governing law The Notes and the terms and conditions therein will be
governed by the laws of the State of New York.

CUSIP Number 387598 AA3

ISIN Number US387598AA31

This Memorandum pertains to the Offering of up to $1,800,000,000 in Senior Discount Notes

Due 2014 in increments of $100,000,000 each, which are being sold for $70,000,000 each, a
30% discount to the face value of such Notes. Pending the sale of the Notes, all subscriptions
will be deposited in an escrow account established at The Bank of New York Mellon
Corporation (“Trustee”), who will act as the Trustee under the Indenture, under an escrow
agreement to be entered into between the Company and Trustee, of which certain portions will
be released to the Company immediately, with the remaining amount to be released to the
Company to facilitate the purchase of the Policies, with the funds related to the Project Loan to
be released upon Closing. The funds in escrow will be returned to the investors without interest
and less any fees associated with the preparation of this Memorandum and any commissions or
other fees or expenses including, but not limited to those expenses associated with the
transactions contemplated herein, which amount is not to exceed 1% of the total Notes sold prior
to Closing, general working capital expenses of the Company, not to exceed $2,000,000, and/or
the cost to unwind any of the transactions contemplated herein (e.g., if some, but not all of the
Policies are purchased, those purchased Policies will have to be immediately resold, which will
likely require us to resell such Policies at a substantial discount and/or if the Company fails to
make a positive return on the funds withdrawn from the discretionary investment account), in the
event that the closing does not occur on or prior to December 31, 2009 (which date is subject to
change as contemplated in clauses (i) through (iii) of the penultimate sentence of this paragraph),
and any interest earned on the funds while held in escrow will be retained by the Company and
distributed as provided in the Indenture. The Offering will terminate on the earlier to occur of (i)
the sale of all of the Notes offered hereby, and (ii) December 31, 2009, unless extended in our
sole discretion to no later than February 28, 2010.

Collateral for the Notes

The Notes will be secured by a security interest in the Collateral, which is discussed above.

The majority of the Collateral (other than those funds used to make discretionary investments)
will be held in trust by the Trustee under the Indenture and by ASG as Custodian, for the ratable
benefit of the holders of the Notes.

Senior Life Settlement Policies

We intend to use some of the net proceeds to purchase Policies with aggregate net death benefits
payable of $2,200,000,000 which amount equals approximately 122% of the face amount of the
Notes due to be paid at maturity of the Notes. The Policies will be on insureds with life
expectancies of between 7 to 15 years. Accordingly, as the life expectancies will not predate the
maturity date of the Notes, the Company plans to sell the Policies prior to the maturity date of
the Notes and use the proceeds to repay the Notes in part. While we believe that the amount that

- 22 -
we expect to receive from the resale of the Policies is reasonable, we can’t assure you that the
Policies will realize that amount or any other minimum amount on resale.

A “Life Settlement” is a financial transaction in which a life insurance policy owner possessing
an unneeded or unwanted life insurance policy sells the policy (at fair market value) to a third
party for more than the cash surrender value (if such policy has a cash surrender value) offered
by the life insurance company. The purchaser becomes the new beneficiary of the policy at
maturity and is responsible for all premium payments due after purchase.

The term “Senior Life Settlement Policies” means life insurance policies where the insured is
over the age of 65 which have previously been sold by the insured to an “aggregator” of life
insurance policies. The term “Settled” or “Settlement” refers to the situation where the policy
(or the beneficial interest therein) has previously been sold by the insured. The term “Beneficial
Interest” means the interest of a beneficiary of a trust which trust is the beneficiary (the person to
receive the death benefit under the policy) of a life insurance policy on the life of an insured. In
a settlement transaction involving a trust, the beneficial interest in the trust holding the policy is
assigned to the purchaser, rather than the policy itself.

The following are the parameters of the Policies that we intend to purchase:

• Each insurer of a Policy will be rated “A” or better by A.M. Best and Company or
another rating agency.

• Each Policy will have been issued on the life of an insured whose life expectancy is
between 7 and 15 years. The rating of each of these life expectancies will have been
certified by one or more of the professional, national organizations such as Merlin
Capital Group ([Link] which specializes in making such
evaluations.

• The majority of the Policies will be within the “contestability period.” A Policy that
is within the contestability period can be terminated by the insurance company during
the contestability period for a number of reasons, including fraud or lack of full
disclosure about the health of the insured; provided however that the payment of
death benefits is always contestable even after the expiration of the contestability
period.

• We will not acquire Policies from any one carrier with aggregate death benefits in
excess of $20 million for every $100 million purchased (i.e., not more than 20% of
the Policies will be purchased from any one carrier) nor will we purchase any one
policy with a death benefit of more than $50 million.

Life Settlement Services

A life settlement is a financial transaction in which a life insurance policy owner possessing an
unneeded or unwanted life insurance policy sells the policy (at fair market value) to a third party
for more than the cash surrender value, if such Policy has a cash surrender value) offered by the
life insurance company. The purchaser becomes the new beneficiary of the policy at maturity
and is responsible for all subsequent premium payments.

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We plan to appoint Asset Servicing Group ([Link]) as servicer (the “Servicer”) to
provide the following services with respect to the portfolio of Policies:

• settlement services in connection with the purchase, servicing and subsequent sale of
the Policies.

• premium paying services with respect to the Policies during the period during which
the Policies are held by us. A premium reserve account will be established with the
Trustee under the Indenture. Asset Servicing Group (“ASG”) will advise the
Company as to when premium payments are due and in what amounts, and the
Trustee when directed by the Company, will transfer the amount of such payments to
Asset Servicing Group to make the payments on the Company’s behalf. We
anticipate that this reserve should be sufficient to pay the premiums due on the
Policies only through the second year such Policies are held (premiums for the first
year are pre-paid in connection with the purchase of the Policies). Thereafter, we will
need to pay the premiums out of our available cash on hand, which we hope will
come from the return on investment from our discretionary account and interest
payments made by the Borrower on the Project Loan (which we will use for
additional discretionary investments), of which there can be no assurance.

• Asset Servicing Group will also work with the Company to collect death benefits
from the Policies that are purchased, as well as performing other services as set forth
in the Servicing Agreement.

We also plan to appoint ASG as custodian (the “Custodian”) of the Policies and related
documents under a Custodial Agreement between the Company and ASG.

Under the Indenture the Company will assign and pledge to the Trustee for the ratable benefit of
the holders of all Notes a security interest with respect to the Collateral held by the Trustee, all
income and profits thereon, all interest, dividends and other payments and distributions with
respect thereto, and all proceeds of the Collateral. Contemporaneously with the issuance of the
Notes, the Company will deliver the Policies and related policy files to ASG, as Custodian, in
trust and make such filings and cause each insurer which is an issuer of one or more of the
Policies, to register and acknowledge the Trustee or its agent or the Noteholders as having the
rights of an assignee for collateral purposes of the Policies and take such other action as may be
necessary to cause the Trustee for the ratable benefit of each Note holder to have a perfected
security interest in or be the recipient of a valid assignment for collateral purposes of the Policies
and the rest of the Collateral that is effective against the Company’s creditors and subsequent
purchasers thereof.

After a Policy has been sold, the Trustee will transfer the proceeds of the sale of the Policy (up to
the aggregate face amount of the Notes) and/or after the death of an insured resulting in the
payment of death benefits, the Trustee will transfer such death benefits to a separate account
maintained by the Trustee to be held in trust to repay the Notes on the maturity date. The market
value of Policies where the contestability period has passed is usually significantly higher than
where the contestability period has not passed. However, policies that have been sold by the
original owner thereof during the contestability period can be more difficult to resell even after
the end of the contestability period because such Policies are more likely to be subject to a claim
that they were “premium financed”, and because the payment of death benefits are always
contestable, even after the contestability period has expired. Stranger-originated or premium
financed policies are policies in which a financial entity or investor locates an insured to buy a

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life insurance policy. The investor agrees to finance the premium and the insured agrees to sell
the policy to the investor once the policy has been issued. This way the investor acquires an
interest in the life insurance policy. As these policies are usually sold promptly following the
issuance date (thus during the contestability period) the carrier may attempt to terminate the
policy on the basis that the finance company set the whole transaction up and did not have an
insurable interest in the policy at the time of issuance. We currently plan to hold the Policies
until approximately six (6) to twelve (12) months prior to the maturity date of the Notes. We
cannot assure you that we will be able to resell any of the Policies prior to the maturity date of
the Notes or that we will be able to sell any of them for the amount that our business model
projects or for an amount which will be sufficient to enable us to pay some or all of the face
amount of the Notes at maturity. We intend to hold each Policy until the contestability period
and until approximately six (6) to twelve (12) months prior to the maturity date of the Notes.
We will need to sell all or a substantial portion of the portfolio of Policies in order to repay
the Notes when due. If we cannot sell sufficient Policies to cover the face amount of the
Notes prior to the maturity date of the Notes or the portfolio fails to realize on sale of such
Policies the amount that our business model projects, we will be unable to repay the Notes
in full when due and you will likely lose some or all of your investment.

Accordingly, an investment in the Notes should be considered solely by investors that

understand and can accept the substantial risks involved in our intended operations. The
Notes are not for risk-averse investors or those investors who cannot bear all or any loss of
their investment. An investment in the Notes should not be considered a complete investment
program by any investor. Each prospective investor should take into account his, her or its
investment objectives as well as his, her, or its other investments when considering the
investment in the Notes.

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 RISK FACTORS

You should consider carefully the following factors and other information described in this
Memorandum before deciding to invest in the Notes. The risks and uncertainties described
below are the main risks facing the Company. Additional risks and uncertainties that we do not
presently know about or that we currently believe are immaterial may also adversely impact our
business operations and your investment. Negative consequences associated with the following
risks would likely cause our business, financial condition and/or results of operations to suffer.
In that case, our ability to repay the amount due under the Notes could be materially and
adversely affected, and you could lose all or part of the money you paid to buy the Notes. No
assurance can be given that investors will realize any return on their investment. Moreover,
each investor may lose some or all of their investment.

Risks Related to the Company

We have no operating history and no assets. After the Offering, we will have no assets
other than the Policies that we purchase, cash we hold in a reserve account to fund the
payment of a portion of the premiums on the Policies, and our rights under the Project
Loan Documents, including our rights to be repaid the Project Loan with interest thereon;
and there will likely be no other assets to satisfy any claims made by any Noteholder, if
such claims result in a judgment against the Company.

We have no operating history and at the time of the Offering, we will have only minimal assets.
After the Offering we will have no significant assets other than the proceeds of the Notes which
proceeds will be used to (i) pay transaction costs and expenses, (ii) acquire the Policies (and in
connection therewith to fund a number of reserve accounts established under the Indenture to
fund the payment of a portion of the premiums due on Policies purchased and to pay certain
other administrative costs), (iii) make the Project Loan pursuant to the Letter of Intent, provided
we decide to make such loan in our sole determination, and (iv) establish the management
reserve account and an account to hold the funds received in connection with the prepayment of
the Project Loan (as described in greater detail above). Accordingly, there will likely be no other
assets to satisfy any claims made by any Noteholder, if such claims result in a judgment against
the Company.

Investors will receive no equity interest in the Company despite putting up all the capital
and taking all of the risk in the Company’s business plan.

This Offering involves only the sale of Notes and involves no sale or issuance of warrants,
options, or common or preferred stock or other equity interest in any entity. None of the Notes
are convertible into shares of capital stock or other securities of us or any other entity. Thus,
despite putting up substantially all of the capital and accepting all of the risk, investors will
receive none of the potential upside of investing in the Company or the Project as the Company
is a debt investor in the Project so the Company will not share in any profit generated by the
Project, other than potentially being repaid the interest and principal due on the Notes.

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Our lack of operating history makes it difficult to evaluate our future prospects; neither we
nor our affiliates have ever engaged in a program structured in a manner similar to the
business model on which this Offering is based; and, if for any reason, the assumptions
underlying our business model are wrong, our business could fail and if so, you will lose
some or all of your investment.

Although the Company was formed as a Wyoming limited liability company on November 25,
2008, it has no operating history, assets or liabilities. Investors have no historical financial data
and operating results with which to evaluate our business and prospects. We have never
employed this business model before and do not know of any other person or entity which has
successfully employed such a model. Our business model assumes that we will be able to sell
the Policies for the amounts that we project; that the Project Loan will be repaid in full along
with interest thereon, which interest will be used for discretionary investments of the Company,
and eventually, to fund the premium payments on the Policies; and that we will generate
sufficient revenue from our discretionary account to repay the Notes. The assumptions
underlying our business model may be too optimistic and we may not be able to resell the
Policies for the projected amounts, Borrower may not successfully be able to repay the Project
Loan and we may not generate sufficient anticipated returns from our discretionary investments.
Additionally, the Project may not generate enough operating income to pay off the Project Loan
or interest thereon when due. Accordingly, it is likely that for the Notes to be repaid on maturity,
Borrower will have to refinance the Project Loan prior to the maturity date of the Notes, of
which there can be no assurance. If we are unable to sell the Policies for the amounts that we
project and/or Borrower is unable to refinance or repay the Project Loan and/or we do not
generate sufficient revenue from our discretionary investments, we will be unable to repay
some or all of the Notes when due and investors could lose some or all of their investment.

Our management has limited experience and our business model could be flawed.

Our Directors have limited management experience in the life settlements business and in project
finance. Neither we nor any of our affiliates have ever used this particular business model
before. In particular, none of our Directors have ever sold Notes the repayment of which was
dependent on the resale of life settlement policies and the repayment of a project finance loan.
The numbers and assumptions on which our business model is based could be flawed in that we
may not be able to resell the Policies for the price we anticipate and the project finance could
fail, in which case the Noteholders will not be fully repaid. As a result, any investment in this
Offering could be lost.

We face significant competition for the purchase of life settlements.

We have competitors and potential competitors with respect to the purchase and sale of senior
life settlements, many of which have considerably greater financial resources than we do. We
expect to compete with other entities (although we are not aware of any of such entities having a
business model similar to our business model), many of which are larger, more established
companies with greater assets and stronger financial reserves than we do.

The amounts received from subscribers (less certain amounts to pay expenses associated with the
Offering, for working capital expenses of the Company, and the amount of the discretionary
account funds, which the Company will be able to draw on immediately, as discussed herein)
will be held in escrow to fund the closing of (i) the purchase of the Policies and (ii) the Project
Loan.

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While we believe that our arrangements with various brokers, providers, aggregators and
servicers will provide a sufficient pool of available Policies or beneficial interests in trusts
holding policies for purchase by us and while there are many suitable insureds in the U.S., there
is no guarantee that such Policies will be available prior to December 31, 2009 (or February 28,
2009, if such date is extended by us in our sole discretion) in the volume needed to be acquired
by us in order to close. In addition, we may not be able to close on the Project Loan prior to
December 31, 2009, unless extended by the parties, of which there can be no assurance. If either
of the two above events occur, the Offering will not close and your money will be returned
without interest and less certain administration and other fees, expenses associated with the
Offering and the service providers described herein, working capital expenses of the Company,
costs associated with the unwinding of the purchase of whatever Policies we have made up until
that point, from the closing escrow account and unwinding of the agreements and understandings
the Company has in place at that time, and the results of the investment of the discretionary
account by the Company, which may result in an unfavorable return, as well as other costs
associated with the Offering. Any interest earned on your money while held in escrow will be
retained by the escrow agent and applied to its outstanding fees and expenses.

Our management has broad discretion over the use of approximately 7.94% of the
proceeds from this Offering, and the failure of management to apply these funds effectively
could seriously harm our ability to repay the Notes.

Our management will have broad discretion as to how to spend approximately 7.94% or
$100,000,000 of the proceeds from this Offering, which amount is being retained in a
management discretionary account, and which amount the Company will have immediate access
to prior to the Closing and as soon as the Notes are purchased, which amount will be invested in
the Company’s sole discretion, with such funds and return thereon being used to repay the Notes.
You will not have the opportunity to evaluate the economic, financial or other information on
which we base our decision to invest such funds. The successful implementation of the business
model on which the payment of the Policy premiums and the repayment of the Notes depends,
assumes a competitive return on this management reserve account equal to approximately 24%
per year. The failure to achieve a competitive return on the management reserve will harm our
ability to repay the Notes. We cannot assure you that we will be successfully able to achieve this
return and/or repay the Notes when due.

The Notes will not be rated by any rating agency.

No rating has been applied for or received with respect to the Notes. Even if such a rating were
applied for it is more than likely that the Notes would be rated as less than investment grade or
“junk.”

Our ability to repay the Notes is dependent on our ability to resell the Policies for the
amount we anticipate, the ability of the Borrower to repay the Project Loan and the
Company to meet certain minimum returns on the funds in the discretionary account. If
any of these events do not occur we will be unable to repay some or all of the face amount
of the Notes when due.

The Notes have a maturity of five years. The insureds under the Policies which we will be
acquiring with the proceeds of the Notes will have a life expectancy of 7 to 15 years.
Accordingly, generally speaking, we will not have received the death benefits on the Policies
prior to the maturity date of the Notes. As such, in order to pay back the Notes we will need to

- 28 -
resell the Policies prior to the maturity date of the Notes and we need to have been repaid in full
the amount of the Project Loan together with interest due thereon and generate certain minimum
returns on our discretionary investments (including the funds received in prepayment of the first
3 ¾ years of interest on the Project Loan, which the Company will immediately reinvest in
discretionary investments). As for the Policies, we cannot predict the state of the market for the
Policies at the time we need to sell the Policies. This may be due in part to the perception that
these Policies may have been financed in a manner such that at the time of purchase of the Policy
the owner may not have had an “insurable interest” in the insured’s life running the risk that the
carrier might refuse to pay out on the Policy. If we are unable to sell the Policies for the amounts
we expect, we will be unable to repay the Notes when due and the Policies may lapse, as the
amount contemplated to be deposited in the premium reserve fund will be sufficient to pay
premiums due only through the second year we anticipate holding the Policies, with the
remaining Policy premiums anticipated to be paid through returns on the reinvested interest
payments made on the Project Loan. If the Borrower fails to make payments under the Project
Loan, or we fail to generate a positive return on such reinvested Project Loan payments, we may
have insufficient funds to pay the premiums on the Policies and some or all of the Policies may
expire. Additionally, we may not generate the required return on our discretionary investments.
If these risks were to occur, you may lose some or all of your investment in the Notes.

The Trustee may not be able to sell the Policies following an event of default by us; if this
happens the Policies would lapse and become worthless and the investors would lose their
investment.

If we are in default under the Notes, the Trustee would have the right to resell the Policies for the
benefit of the Noteholders and apply the proceeds to repay the Notes. If we cannot sell the
Policies to repay the Notes it is most unlikely that the Trustee will be able to sell the Policies. If
the Trustee is unable to sell the Policies, unless the Company could obtain other funds to pay
ongoing premiums for the policies in its portfolio (which is highly unlikely and in any event may
not be done without the advance written approval of the holders of a majority in principal
amount of the Notes), the Policies will lapse and will become worthless due to the fact that the
projected premium reserve does not go beyond the second year of the term of the Notes, with the
premiums for the remaining years expected to come from the return on and payments of interest
(including prepaid interest) on the Project Loan, which the Company anticipates reinvesting in
discretionary investments immediately upon payment by the Borrower. Accordingly, if the
Borrower fails to make the required interest payments on the Project Loan or we fail to generate
a sufficient return on our discretionary investments, the Policies may lapse and you may lose
your entire investment in the Notes.

If Borrower defaults on the payment of the Project Loan we will likely not be able to repay
the Notes at maturity.

The source of funds available to us to repay the principal amount of Notes is limited to the
proceeds received by us from the sale of the Policies, the repayment of the Project Loan and
interest thereon and the amount remaining and return on the management reserve fund and
investments made with the fund. If Borrower defaults on the payment of the Project Loan or
interest thereon, we will likely not be able to repay the Notes at maturity. Additionally, as
described above, if the Borrower defaults in the payment of the interest on the Project Loan, we
may be unable to make premium payments on the Policies, which may then expire, which would
likely cause us to default in the repayment of the Notes.

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If we are in default under the Notes, to preserve the Collateral, the Trustee will need to pay
premiums due on the unmatured policies to maintain them in effect, and there may not be
sufficient funds in the premium reserve account to pay the premiums due, as a result, if the
Trustee can’t pay the premiums and the Servicer is unable to sell the unmatured policies
they will expire and become worthless.

If we are in default under the Notes, to maintain the Policies in effect, the Trustee will need to
pay premiums due on the unmatured Policies to maintain them in effect, and there may not be
sufficient funds in the premium reserve account (or the other accounts held with the Trustee) to
pay the premiums, due to the fact that the projected premium reserve is not anticipated to last
beyond the second year of the term of the Notes, with additional funds for years three through
four coming from prepaid interest on the Project Loan and our return on the reinvestment of such
prepaid interest, and pursuant to the Indenture, we are only required to hold a minimum of two
(2) months of premiums in such premium account. If the Trustee can’t pay the premiums on
these unmatured Policies and is unable to sell them they will expire and become worthless.

If we are in default under the Notes and Borrower has defaulted on the Project Loan, the
Trustee may not be able to find a buyer for the Project and you would not be repaid the
amount of your investment.

A default by Borrower under the Project Loan as a result of the failure by Borrower to pay the
interest due on the Project Loan will not constitute an event of default under the Notes. If
however, we are in default under the Notes and Borrower has defaulted in the Project Loan, the
Trustee would have the right to enforce the Company’s right to foreclose on the Project Loan and
apply the proceeds to repay the Notes for the benefit of the Noteholders. However, the Trustee
may not be able to find a buyer for the facility so as to raise an amount of cash sufficient to pay
any of the unpaid portion of the Notes to the Noteholders. Additionally, under the terms of the
Project Loan (as such terms are currently contemplated), if such an event of default occurs, the
Company will have the right, among other things, to assume control of the Project. However, the
Company has no experience in operating a waste to energy facility and we cannot assure you that
we will be able to successfully complete, operate or sell the Project if we assume control.
As such, you may not be repaid the full value and/or any value of the Notes.

If an active trading market for the Notes does not develop, then the market price of the
Notes may decline or you may not be able to sell your Notes.

The Notes are a new issue of securities for which there is currently no public market. The Notes
are expected to be eligible for trading in the PORTAL Market. However, we do not intend to list
the Notes on any national securities exchange. If the Notes are traded, they may trade at a
discount from their initial offering price, depending on prevailing interest rates, the market for
similar securities, the performance of our business and other factors. We do not know whether an
active trading market will develop for the Notes. To the extent that an active trading market does
not develop, a holder may not be able to resell its Notes or may only be able to sell them at a
substantial discount.

Resales of the Notes are subject to legal restrictions.

The Notes have not been registered under the Securities Act or any state securities laws. The
Notes may not be offered for sale, sold, transferred or assigned (i) in the United States (a) in the
absence of (x) an effective registration statement for the Notes under the Securities Act, or (y) an

- 30 -
opinion of counsel reasonably satisfactory to the issuer, in a generally acceptable form, that
registration is not required under the Securities Act, or (b) unless sold pursuant to, and in
accordance with, Rule 144A under the Securities Act or (ii) outside the United States in
accordance with Rule 904 of Regulation S under the Securities Act and in compliance with
applicable local laws and regulations. You will be deemed to have made certain acknowledgements,
representations and agreements as set forth under the caption “Transfer Restrictions” below in
connection with your purchase under this Offering and/or any subsequent offering, sale, transfer or
assignment of the Notes. Thus, each investor should be prepared to bear the risk of such investment
for an indefinite period of time.

State securities laws may limit secondary trading in the Notes, which may restrict the
States in which and conditions under which you can sell Notes.

Secondary trading in our Notes will not be possible in any state until Notes are qualified for sale
under the applicable securities laws of the State or there is confirmation that an exemption is
available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify
an exemption for the secondary trading of, the Notes in any particular state, the Notes could not
be offered or sold to, or purchased by, a resident of that state. In the event that a significant
number of states refuse to permit secondary trading in our Notes, the liquidity for the Notes, if
any, could be significantly impacted.

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 Risks related to the Policies

We may be unable to purchase Policies for the amount we have budgeted from the
proceeds of this Offering or within the time frame we anticipate in connection with this
Offering.

We have budgeted 23.21% of the Offering or $292,500,000 (the “Budgeted Policies Cost”) to
purchase the Policies. Policies meeting our criteria (as described above) may not be available for
purchase at the Budgeted Policies Cost, and as such, we may be unable to purchase the Policies.
Additionally, we currently anticipate needing to purchase Policies in multiple tranches, and we
may be unable to purchase all of the required Policies within the time frame we have anticipated
following this Offering. If we are unable to purchase the Policies, any subscription funds you
have provided us will be returned to you, less any fees associated with the preparation of this
Memorandum and any commissions or other fees or expenses including, but not limited to those
expenses associated with the transactions contemplated herein, which amount is not to exceed
1% of the total Notes sold prior to Closing and/or the cost to unwind any of the transactions
contemplated herein (e.g., if some, but not all of the Policies are purchased, those purchased
Policies will have to be immediately resold, which will likely require us to resell such Policies at
a substantial discount), as well as any decrease in funds relating to the Company’s discretionary
investment account, which the Company will be able to draw on immediately, and certain
expenses relating to the Company’s working capital not to exceed $2,000,000 prior to Closing.
Additionally, your subscription will be terminated and your Notes will become invalid and void.
As a result, there is a risk that if we are unable to purchase Policies, that you will lose some of
your investment in the Company, your money will be illiquid until the termination date of the
Offering and you will receive no benefit from the Notes or the terms and conditions of such
Notes.

The payment of the premiums on the Policies is dependent on the Borrower’s timely
repayment of the principal and interest on the Project Loan and the return on our
discretionary investments, and if the Company is unable to pay the premiums on the Notes,
the Policies will expire and the Company will be unable to repay the Notes.

The payment of the yearly premiums on the Policies, for all years, other than the second year
after we purchase the Policies (the first year’s premiums are included in the initial purchase price
of the Policies), is dependent on the timely repayment by the Borrower of payments due under
the Project Loan (as described above). Although premium payments for the third and fourth year
after the purchase of the Policies is expected to be paid with prepaid interest on the Project Loan,
and the proceeds from the reinvestment of such prepaid interest, moving forward, the Borrower
may not generate sufficient revenue to repay the Project Loan or interest thereon and/or we may
not generate a sufficient return on our discretionary investments, which could prevent us from
paying the premiums on the Policies, which in turn could cause the Policies to expire and prevent
us from repaying any or all of the Notes when due. As a result, if we fail to pay the yearly
premiums on the Policies for any reason, such Policies will likely expire, become worthless and
we will be prevented from repaying the Notes. Additionally, as the Policies secure the
repayment of the Notes, if the Policies were to expire, the Notes would effectively be unsecured
and you could lose your entire investment in the Notes.

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The insurers may refuse to pay out on the Policies.

Due to the five year term of the Notes, our business plan does not generally contemplate our
holding of any Policy until the death of the insured (with the insured having a life expectancy of
between 7 to 15 years). However, in the event of the death of an insured while we hold the
Policy, the insurer may terminate the policy and refuse to pay the claim for a number of reasons
such as suicide, fraud or misstatement by the original insured, among others. The proposed sale
of a policy that is in the contestability period will invite close review of the Policy by the carrier
to make sure there was no fraud and there was full disclosure, for example, that the policy was
not “premium financed.” Even after the contestability period has passed the insurer could object
to payment of the claim on the basis that at the time of purchase of the policy the owner of the
policy did not have an “insurable interest” on the life insured, among other things. If a sufficient
number of insurers refused to pay out on the Policies our ability to repay the Notes may be
severely impaired.

We will rely on our and the Servicer’s relationships with brokers, providers and
aggregators to sell Policies to us; we will also be relying on them to locate purchasers of
Policies for us after the contestability period has expired.

We will rely on our and the Servicer’s relationships with brokers, providers and aggregators to
sell Policies to us and to locate purchasers of the Policies for us when it becomes time for us to
sell the Policies in order to repay the Notes on maturity. Our and the Servicer’s relationships
with brokers, providers and aggregators are essential to our operations and we must maintain
these relationships to be successful. We currently have a relationship with an unaffiliated third
party who has available for sale a portfolio of beneficial interests in trusts holding policies with
parameters which meet our criteria. Although we have no written contract in place with this
aggregator, we do not anticipate any problems purchasing such portfolio for a purchase price
within our parameters. Our business model requires us to sell the Policies prior to the maturity
of the Notes, and the amount allocated to the premium reserve in our business model only
includes premiums through the second year of the term of the Notes. The market value of
Policies where the contestability period has passed is usually significantly higher than where the
contestability period has not passed. However, policies that have been sold by the original
owner thereof during the contestability period can be more difficult to resell even after the end of
the contestability period because such Policies are more likely to be subject to a claim that they
were “premium financed”. No aggregator or any other person has agreed to purchase from us
any portion of our portfolio, nor will we purchase any hedge to guard against any inability to sell
the Policies. If we are unable to resell the Policies for the projected amounts contemplated by
our business model, we will not be able to repay some or all of the face amount of the Notes
when due.

We rely on brokers, providers, aggregators and senior life settlement companies and other
“servicers.”

We will acquire Policies from certain brokers, providers, aggregators and senior life settlement
companies and other “servicers.” A servicer is an entity that is in the exclusive business of
contacting various insureds who hold life insurance policies to determine if the Policy or Policies
insuring the person’s life is for sale. If a servicer determines that a Policy is for sale, then the
servicer may commence negotiations with the Policy owner for the purchase of the Policy. If
this process is successful, the servicer purchases the Policy. The servicer may or may not then
offer each policy for resale. If the servicer decides to resell the Policy or a portfolio of Policies,

- 33 -
it will do so at a price that is higher than the servicer’s acquisition cost plus its expenses relating
to the Policy purchase, plus any premiums on such Policy that may have been paid by the
servicer on the Policy after its purchase, plus an amount that the servicer can obtain as its profit.
Successful implementation of our business plan depends on our ability to build and maintain
relationships with these servicers.

If contestable Policies are terminated by the insurer within the contestability period we will
lose the purchase price paid by us for the Policy; however the premiums paid will be
returned.

We intend to use approximately 23.21% of the net proceeds received by us from the sale of the
Notes to purchase beneficial interests in trusts holding Senior Life Settlement Policies that are
within the “contestability period” (i.e., typically within two years of the effective date of the
policy). A contestable policy can be terminated by the insurance company during the
contestability period for a number of reasons, including fraud or lack of full disclosure about the
health of the insured, provided however that payment of death benefits can always be contested
by the insurance company, even after the expiration of the contestability period. When an owner
wants to transfer a Policy, the owner will need to involve the insurer in the transfer process. The
proposed sale of a policy that is in the contestability period will invite close review of the Policy
by the carrier to make sure there was no fraud and there was full disclosure, for example, that the
policy was not “premium financed.” If a policy is terminated by the insurer we will lose the
purchase price we paid for the Policy. However, the insurance company would be required to
return to us, as the current owner of the policy all premiums paid on the Policy, which in many
cases may be in an aggregate amount which exceeds our purchase price for the Policy. We
cannot assure you that any of the policies we purchase will not be terminated. If a significant
number of policies were terminated, we may not have sufficient available capital to repay the
Notes on their maturity date, and any investment in the Notes may be lost.

If we do not pay the premiums on a timely basis the Policies will lapse; if a sufficient
number of Policies lapse we will not be able to repay the Notes. If our projections relating
to the required Policy premiums are wrong, we may not have sufficient funds to pay the
premiums and Policies may lapse.

When a life insurance policy has been acquired, in order to keep it in force, all Policy owner
responsibilities must be maintained. Timely payment of premiums is the most significant
obligation of the owner, since failure to pay premiums on a timely basis will cause the Policy to
lapse. Failure to meet any of the Policy’s requirements can result in its cancellation and a
complete loss of any premiums paid. To minimize this risk we will establish under the Indenture
a premium reserve account out of which the Trustee disburses to the Servicer, and the Servicer
will then pay the premiums due on the Policies we purchase. Based on our projections set forth
in our business model the amount in the premium reserve account will be sufficient only to pay
the premiums due on the Policies we will purchase through the second year of the term of the
Notes (with the additional Policy premiums needing to be paid by the Company through its
planned return on its other investments, including the investments from the discretionary
account, the Project Loan and the funds it receives in prepayment of the Project Loan (as
described above), of which there can be no assurance); provided however that we are required to
hold at least two (2) months of premiums in the premium reserve account at all times. If a
sufficient number of Policies lapse due to non-payment of premiums we will be unable to repay
the Notes. Additionally, if our projections are wrong, or we do not generate a sufficient return
on our investments to pay the additional premiums we are required to pay under the Policies, we

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may not have sufficient funds to pay the premiums on the Policies and the Policies may lapse,
which may prevent us from repaying the Notes.

If an insurer or insurers on some of the Policies we purchase become insolvent, we may not
get paid out on the Policies issued by that insurer and that will harm our ability to repay
the Notes in full.

Our business plan involves our resale of each Policy after the end of the contestability period of
that Policy. If a carrier becomes insolvent, a number of states have funds and procedures in
place to pay the claims on policies issued by that carrier. However, if the insurer becomes
insolvent or is otherwise subject to an adverse development while the Policy is held by us, it may
be more difficult for us to sell such policy or receive the death benefits on the policy. While we
will take certain steps to mitigate the risks of such occurrences, such as purchasing Policies
issued by insurers with an “A” rating or better, there can be no assurance that an insurer will not
fail. In addition, in order to have a diversified group of Policies, we will not acquire Policies
from any one carrier with aggregate death benefits in excess of $20 million for every $100
million purchased (i.e., not more than 20% of any of the Policies from any one carrier), nor will
we purchase any one policy with a death benefit of more than $50 million. If insurers of a large
percentage of the Policies we purchase become insolvent or are otherwise unable to pay, and
states do not have sufficient funds to pay the claims on policies issued by those carriers, we may
not be able to resell the Policies issued by those insurers and/or may not collect on any Policies
which mature during the period we hold the Policies, which could prevent our ability to repay the
Notes.

If experts’ models for estimating life expectancies change, resulting in increased life
expectancies, or there are other adverse changes in the market for life insurance policies,
the resale value of the Policies held by us would likely fall and this would impair our ability
to repay the Notes.

In the life settlement industry there is an inverse relationship between an increase in life
expectancy and the value of a life insurance policy, i.e., as life expectancy increases, the value of
a policy decreases. In addition, adverse developments in the insurance markets could lead to
changes in the pricing, design or underwriting of insurance products that result in these products
becoming less attractive. If generally accepted methodology for estimating life expectancies was
to change such that accepted methodology for estimating life expectancies was to result in
increased life expectancies, the resale value of the Policies held by us would decrease and this
would impair our ability to repay the Notes.

We are not licensed as a seller of Policies in any jurisdiction nor do we believe that we are
required to be so licensed. Any requirement that we obtain licenses and submit to
regulation may adversely affect our business model.

We are not licensed as a seller of life insurance policies in any jurisdiction nor do we believe that
we are required to be so licensed. We believe this to be the case because we do not deal at all
with individual insureds, but deal with brokers and aggregators of policies. However, regulation
of the life settlement industry is evolving and there can be no assurance that the present laws, as
understood by our management, will stay the same. Any requirement that we obtain licenses and
submit to regulation may adversely affect our business model. Further, we have not disclosed,
and do not intend to disclose, the fees and commissions we pay to our servicers; if ex post facto
regulations are issued in the future with respect to such matters or any other matter with which

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we are presently not in compliance, our business could be harmed. In addition, some states and
the Securities and Exchange Commission treat life settlements as securities under state and
federal securities laws. As sales of the policies will only be made by us to “accredited investors”
or “institutional investors,” management does not believe that the application of securities laws
will have a material adverse effect on our operations, but there can be no assurance that state
regulators or private individuals will not file actions in the future or that such actions would not
impair our business and our ability to repay the Notes at their maturity date.

Changes in the laws or interpretations of the laws relating to our business, in particular
those laws relating to “insurable interest” could harm us.

The purchase of life insurance products is limited by state “insurable interest” laws, which
generally require that the original purchaser of a life insurance policy have some interest in the
sustained life of the insured. To some extent, the “insurable interest” laws present a barrier to
the senior life settlement industry with what is known as “stranger-originated” policies or
“premium financed” policies. Stranger-originated or premium financed policies are policies in
which a financial entity or investor locates an insured to buy a life insurance policy. The
investor agrees to finance the premium and the insured agrees to sell the investor the policy to
the investor once the policy has been issued. This way the investor acquires an interest in the life
insurance policy. These policies are usually sold promptly following the issuance date and the
carrier may attempt to terminate the policy on the basis that the finance company set the whole
thing up and did not have an insurable interest in the policy at the time of issuance. To help
overcome the problem of “stranger-originated” or “premium financed policies” being terminated,
many insureds are now establishing a trust to be the owner of their policy. Once the policy is in
force, the insured can assign his beneficial interest in the trust to the investor without triggering a
sale of the policy itself as the trust remains the owner of the policy. If the insured dies, the
insurance company is still paying the death benefit to the same owner of the policy that was
established in the beginning, the trust. Our business model contemplates the purchase of these
beneficial interests in trusts and/or purchasing policies directly, some of which may have been
“premium financed.” If the use of trusts as owners of policies or “premium financing” is made
illegal, then our business model will be impaired and our ability to repay the Notes at their
maturity date could be harmed. If life insurance companies were to successfully mount a
challenge to the life settlement business on the basis that the purchaser did not have a real
“insurable interest”, our business would be harmed and we may not be able to repay the Notes.

[Remainder of page left intentionally blank.]

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 RISKS RELATED TO THE PROJECT AND THE
REPAYMENT OF THE PROJECT LOAN

We may be unable to reach mutually agreeable terms and conditions of the Project Loan
with the Borrower.

We have entered into a Letter of Intent, described below with Borrower whereby we have the
right to loan Borrower approximately $739,700,000 (which includes $271,700,000 in prepaid
interest) pursuant to the Project Loan to allow Borrower to construct the Project. The entry into
the definitive Loan Agreement is subject to our due diligence and the mutual agreement of
definitive Project Loan terms between us and Borrower. In the event we are unable to agree to
mutually agreeable terms and Borrower is therefore unwilling to enter into the Project Loan, any
subscription funds you have provided to us will be returned to you, less any fees associated with
the preparation of this Memorandum and any commissions or other fees or expenses including,
but not limited to those expenses associated with the transactions contemplated herein which
amount is not to exceed 1% of the total Notes sold prior to Closing, and/or the cost to unwind
any of the transactions contemplated herein (e.g., if some, but not all of the Policies are
purchased, those purchased Policies will have to be immediately resold, which will likely require
us to resell such Policies at a substantial discount), as well as any decrease in funds relating to
the Company’s discretionary investment account, which the Company will be able to draw on
immediately, and certain expenses relating to the Company’s working capital not to exceed
$2,000,000 prior to Closing. Additionally, your subscription will be terminated and your Notes
will become invalid and void. As a result, there is a risk that if we are unable to finalize the
terms of the Project Loan, that you will lose some of your investment in the Company, your
money will be illiquid until the termination date of the Offering, and you will receive no benefit
from the Notes or the terms and conditions of such Notes.

The Borrower may or may not generate sufficient revenues with which to repay the Project
Loan and interest thereon.

According to its business model, the Borrower anticipates having generated sufficient profits
prior to the maturity date of the Project Loan that will enable it to refinance the Project and repay
us the $800,000,000 due at the maturity of the Project Loan. The Borrower will need to find
another lender willing to refinance the Project Loan in order to repay the Project Loan when due.
The Borrower may not generate sufficient revenue to repay the Project Loan or interest thereon
and/or may be unable to refinance the Project Loan prior to the maturity date of the Notes, which
could prevent us from repaying a portion or all of the Notes when due.

The payment of the premiums on the Policies is partially dependent on the Borrower’s
timely repayment of the Project Loan and interest thereon.

The payment of the yearly premiums on the Policies, for all years, other than the first and second
years after we purchase the Policies, is dependent on the timely repayment by the Borrower of
interest due under the Project Loan, and the return on the immediate reinvestment of such
interest by the Company in discretionary investments. The Borrower may not generate sufficient
revenue to repay the Project Loan or interest thereon, which could prevent us from paying the
premiums on the Policies, which in turn could cause the Policies to expire and prevent us from
repaying any or all of the Notes when due. The entire amount of the $271,700,000 in prepaid
interest payable by the Borrower to the Company immediately upon the Project Loan funding,
will be used for discretionary investments, and the return and principal of such investments will

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be used by us to pay premiums for years three and four following the purchase of the Policies.

Timely completion of the Project, within the anticipated and projected budget for the
Project is required to enable the Borrower to repay the Loan and interest thereon, which
we will require to pay the premiums on the Policies and pay the Notes when due.

If the waste to energy Project proposed to be built with the proceeds of the Project Loan is not
successfully completed on a timely basis the Borrower may be unable to pay the principal and
interest on the Project Loan, which payments we will require to pay the premiums on the Policies
(as described above) and repay the Notes.

Successful and timely completion of the Project facility will depend on a number of factors,
outside of the control of the Company, including those set forth below, some of which may also
be outside of Borrower’s control:

• The adequacy of the design of the facility;

• The nature of the technology to be used and the risk of defects in equipment or
materials;
• Unforeseen events or conditions, such as extreme weather;
• Risks arising during construction, including any delays in receiving all requiring
permitting; and
• The availability of labor and materials.

If the facility is not successfully completed on a timely basis, generates less profit than
anticipated and/or any of the other risks set forth above occur, the Borrower may not have
sufficient revenue to repay the Project Loan or interest thereon and the Company may be unable
to pay the premiums on the Policies and/or repay the Notes when due.

The Borrower has a limited operating history.

The Borrower was incorporated in the state of Texas and is still in the development stage.
Borrower’s future operations are subject to all of the risks inherent in a development stage
business enterprise. Borrower has not commenced operations and therefore has not generated
any revenues to date. Borrower’s future operations are dependent on its completing the
construction and operation of the Project. In this regard, Borrower is dependent on the proceeds
of this Offering and the Project Loan to complete and operate the Project.

Since inception, Borrower’s efforts have been limited primarily to assembling a management and
operations team and attempting to form strategic relationships with potential customers, and
others. Borrower’s operating history is insufficient for an investor to rely on in making a
judgment as to its ability to complete or operate the facility and repay the Project Loan.
Borrower cannot be certain that its business strategy will be successful or that Borrower will
successfully implement such strategy.

Borrower may not be able to adequately protect its intellectual property rights, if any.

Borrower will be able to protect its proprietary rights, if any, from unauthorized use by third
parties only to the extent that Borrower’s proprietary technologies are covered by valid and
enforceable patents or are effectively maintained as trade secrets. Borrower does not own any

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patents and may not receive a patent related to any of its planned products and services.
Borrower has no outstanding patent applications and there is no assurance any future patent
applications will be granted. Any future patents Borrower obtains may not be sufficiently broad
to prevent others from practicing its planned technologies or from developing competing
products. There also is risk that others may independently develop similar or alternative
technologies or design around its patented technologies. In addition, others may challenge or
invalidate its patents, or its patents may fail to provide any competitive advantage.
The patent positions of companies developing technology for the conversion of waste to energy
generally are uncertain and involve complex legal and factual questions. Borrower intends to
apply for such patents covering Borrower’s technologies and products, as Borrower deems
appropriate in the future. This patent process will be inherent to the overall business process
while keeping specific proprietary data and complex processes private to the company itself.
However, Borrower’s applications may be challenged and may not result in issued patents.
Borrower will also rely upon trade secret protection for its confidential and proprietary
information. These measures, however, may not provide adequate protection for its trade secrets
or other proprietary information.
Even if Borrower’s future patents and other intellectual property rights are valid and enforceable,
Borrower could be forced to expend substantial amounts in enforcing its rights against others.
Third parties may assert that Borrower is employing their proprietary technology without
authorization. Also, third parties may obtain patents in the future and claim that use of
Borrower’s technologies infringes these patents. Parties making claims against Borrower may be
able to obtain injunctive or other equitable relief, which effectively could block Borrower’s
ability to further develop, commercialize and sell products, and could result in the award of
substantial damages against Borrower.
In the event of a successful claim of infringement against it, Borrower may be required to pay
damages and obtain licenses to patents or other proprietary rights from third parties. There can
be no assurance that any licenses required under any patents or other proprietary rights would be
made available to it on acceptable terms, if at all. If Borrower was unable to protect its
intellectual property and/or was required to expend a significant amount of resources defending
claims from third parties, Borrower may not have sufficient available capital to repay the Project
Loan when due, and as a result, the Company may not have sufficient funds to repay the Notes
when due and/or pay the premiums on the Policies.
Compliance with environmental laws could adversely affect Borrower’s results of
operations.

The costs of compliance with federal, state and local existing and future environmental
regulations could adversely affect Borrower’s cash flow and profitability. The business of
disposing and converting waste to energy is subject to extensive environmental regulation by
federal, state and local authorities, primarily relating to air, waste (including residual ash from
combustion) and water. Borrower may be required to obtain necessary governmental permits in
order to operate its facility. Environmental regulations may also limit its ability to operate its
facility at maximum capacity or at all. If Borrower cannot comply with these requirements,
Borrower could be subject to civil or criminal liability, damages and fines. Existing
environmental regulations could be revised or reinterpreted and new laws and regulations could
be adopted or become applicable to Borrower and the facility and future changes in
environmental laws and regulations could occur. This may materially increase the amount
Borrower must invest to bring itself into compliance. In addition, lawsuits or enforcement
actions by federal and/or state regulatory agencies may materially increase its costs. Stricter

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environmental regulation of air emissions, solid waste handling or combustion, residual ash
handling and disposal, and waste water discharge could materially affect its cash flow and
profitability.

Borrower may not in the future be able to obtain or maintain, from time to time, all required
environmental regulatory approvals. If there is a delay in obtaining any required environmental
regulatory approvals or if Borrower fails to comply with environmental requirements, the
operation of its facilities could be jeopardized or become subject to additional costs, which could
impair the Borrower’s ability to repay the Project Loan or interest thereon, which could in turn
impair the Company’s ability to repay the Notes and/or pay the premiums on the Policies.

Changes in technology may have a material adverse effect on Borrower’s profitability.

Research and development activities are ongoing to provide alternative and more efficient
technologies to dispose of waste or produce power, including fuel cells, microturbines and solar
cells. Borrower plans to produce clean energy from trash because there is an abundance of
supply, while demand remains intact. It is possible but unlikely that advances in these or other
technologies will reduce the cost of waste disposal or power production from these technologies
to a level below its costs. This inherent risk is there, but Borrower understands there will have to
be a major shift in how we produce trash in order for the need to reduce our trash to be
effectively realized. Furthermore, increased conservation efforts or a global recession could
reduce the demand for power or reduce the value of the products Borrower produces in the
future, if any. Any of these changes could have a material adverse effect on Borrower’s
revenues and profitability, which could impair Borrower’s ability to repay the Project Loan and
interest, which could in turn impair the Company’s ability to repay the Notes and/or pay the
premiums on the Policies.

Borrower is dependent upon its key personnel for future success and Borrower has not, as
of the date of this Memorandum, entered into employment agreements with its key
employees nor has Borrower obtained key person life insurance.
Borrower is a developmental stage company and its success will depend upon the experience,
quality, and stability of current and future management, and in particular, Gary Hale and others.
The loss of the services of any of these individuals could have a material adverse effect on its
business, financial condition, and results of operation. There can be no assurance that they or
any other key personnel will remain with the company in the future due to circumstances within
or outside of its control. In addition, competition for qualified personnel is intense, and there can
be no assurance that Borrower will be able to hire or retain additional qualified personnel
including engineers and technical personnel. Any inability to attract and retain qualified
personnel would have a material adverse effect on its business, financial condition and results of
operations. While Borrower intends in the future to enter into employment agreements with Mr.
Gary Hale as well as others, and obtain key person life insurance for the benefit of the company,
no assurance can be given that Borrower will be successful in those endeavors. However,
Borrower currently has quotes to establish key man insurance and has succession planning in
place. Borrower’s board members have been identified and Borrower believes that all parties will
agree to participate upon successful funding.
Borrower may require additional financing to operate its business.

Upon the closing of the Project Loan, Borrower’s management believes that Borrower will have
sufficient capital to complete the construction of the facility. Through the course of construction,

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multiple modules are planned to come online and begin producing revenue, of which there can
be no assurance. This revenue is projected to be sufficient to cover ongoing operations cost for
the start up of the additional modules over the course of the next two years. Moreover, Borrower
believes that cash flow from operations will be sufficient to pay the interest due on the Project
Loan as well as pay down principal which will enable refinancing the Project in year 5 of the
remaining balance. This belief however, cannot give rise to an assumption that its cost estimates
are accurate or that unforeseen events would not occur that would require Borrower to seek
additional financing to meet its operation needs. If Borrower does not generate sufficient cash
flow it will not be able to pay the interest due on the Project Loan. In addition, although
Borrower’s business model anticipates being profitable approximately 18 months after the
Project comes online, there can be no assurance that cash flow generated from operations will be
sufficient to implement its business objectives or that Borrower will be able to meet such
anticipated profitability projections. As a result, Borrower may require additional financing in
order to implement its business objectives. Under the terms of the Project Loan any such
financing would require our consent. There can be no assurances that Borrower will be able to
obtain additional funding if and when needed, or that such funding, if available, will be available
on terms acceptable to Borrower or to us. In the event that Borrower’s operations do not
generate sufficient cash flow, or Borrower cannot acquire additional funds if and when needed,
Borrower may be forced to curtail its activities which could result in the Borrower’s inability to
repay the Project Loan or interest thereon, which in turn could prevent us from paying the Notes
and/or pay the premiums on the Policies.

Competition.

The waste to energy industry is a highly specialized and emerging markets process that has not
been done on a large productive scale anywhere in the world. The Borrower’s inability to
complete the Project and/or any problems associated with the operation of the Project or the
Project’s failure to generate the revenue anticipated by the Borrower will prevent the Borrower
from repaying the Project Loan or interest thereon and could prevent the Company from
repaying the Notes.

Dependence on Borrower to negotiate and finalize various agreements relating to the

facility.

Borrower has not yet entered into service agreements with any waste hauling firms for the
transfer of solid waste nor has it negotiated or developed input sources or agreements for
licensing or construction of the modules which are planned to be constructed at the facility. The
successful implementation of its business model assumes that definitive construction and
licensing agreements for the plants technology, as well as output contacts will be entered into for
its electricity, CO2, nitrogen, ash, bottled water and other products. Even if such contracts are
successfully entered into there is no assurance that such agreements will be renewed, or will be
renewed at prices that are economically profitable to Borrower. If Borrower is unable to finalize
construction, licensing or output agreements, and/or generate and/or sustain revenues, its ability
to repay the Project Loan and interest thereon will be impaired and we may be unable to repay
the Notes.

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There may be delays in obtaining all required permits or Borrower may not be able to
obtain them at all.

The construction, operation and maintenance of a waste to energy facility is highly regulated and
subject to local, state and federal permits. Borrower has not received any required permits to
complete construction of the Project and/or to operate the Project to date. Prior to construction
of the Project, Borrower plans to apply for an operating permit from the State of Texas and
associated entities. Discussion with the state has begun and Borrower believes such permits may
be streamlined because of the aspect of pure alternative energy electricity placed on the Texas
Electric Grid, of which there can be no assurance. The permitting process is expected to take six
to nine months. While Borrower is highly confident in its ability to obtain all necessary and final
occupancy and operating permits, there can be no assurance that such permits will be timely
received, thereby jeopardizing Borrower’s ability to pay the debt service on the Project Loan,
which may adversely affect our ability to repay the Notes.

Environmental Risks.

Borrower will be subject to laws which regulate the transportation, storage, handling, treatment
and disposal of sludge and solid waste. Moreover, so-called "toxic tort" litigation has increased
markedly in recent years as persons allegedly injured by chemical contamination seek recovery
for personal injuries or property damage. While these developments, in large part, will create a
growing market for Borrower’s planned products and services, they also present a risk of liability
should Borrower be deemed to be responsible for materials contained in its planned disposal
facilities, for arranging or otherwise "brokering" the transportation or disposal of waste to
disposal facilities.

Potential Liability and Insurance.

Borrower’s planned business will expose it to various risks, including claims for damage to
property, injuries to persons, negligence or omissions in the performance of its services, which
claims could be substantial. The Project Loan is anticipated to require that Borrower maintain
comprehensive public liability insurance in an amount of not less than $5,000,000 per
occurrence, as well as insurance against loss or damage to the Project in an amount not less than
the full replacement cost thereof. Although Borrower believes that this insurance coverage will
be adequate and similar to the coverage maintained by other companies of its size in the industry,
there can be no assurances that such insurance will be adequate to meet the needs of Borrower,
or that Borrower will be able to continue to maintain or obtain adequate or required insurance
coverage if its business grows or if obtainable, purchase it at reasonable rates. If Borrower has
difficulty in maintaining or obtaining such coverage, it could be at a competitive disadvantage
with other companies, it may become exposed to significant uninsured risks and losses and/or
may even be unable to elect to continue certain of its operations. Under Borrower’s insurance
policies there are various exclusions that are customary in the industry, including exclusions for
environmental liability. Accordingly, there can be no assurance that liabilities which may be
incurred by Borrower will be covered by its insurance or that the dollar amount of such liabilities
which are covered by its insurance will not exceed Borrower’s limits. Any uninsured damages
which Borrower is forced to pay may prevent Borrower from repaying the Project Loan or
interest thereon, which could in turn prevent us from repaying the Notes.

Governmental Regulation.

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Federal, state and local environmental laws and regulations which impose substantial penalties
for non-compliance have increased the demand for services such as those planned to be provided
by Borrower. Although Borrower believes that the trend is toward increasing regulation and
enforcement by all levels of government, a decline in regulatory enforcement could have an
adverse effect on the demand for Borrower’s services and, accordingly, Borrower’s business. In
addition, the regulatory systems to which Borrower and its operations will be subject are
complex and often in a state of change. Laws and regulations which may be promulgated in the
future may adversely affect Borrower’s profitability. Furthermore, Borrower may from time to
time become subject to governmental enforcement proceedings and resulting fines or other
sanctions and may incur penalties. Such expenditures could be substantial and accordingly could
have a material adverse effect on Borrower’s financial condition and ability to repay the Project
Loan or interest thereon.

Limited Use Facility.

Because of the nature of the Project, the Project is generally suitable only for very limited uses,
and, upon a default by Borrower it may not be possible for the leasehold interest in the Project to
be easily converted to an alternative use or sold. As such, if Borrower was unable to repay the
Project Loan and we were to take control of the Property (pursuant to and in connection with the
terms of the Project Loan), we may be unable to utilize, sell or realize any value from the Project
and as a result, we may be unable to repay the Notes.

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 RISKS RELATED TO THE NOTES AND TERMS OF INDENTURE

The Notes will be secured by the Collateral; if an event of default occurs, the Noteholders’
remedies will be limited and Noteholders may not receive any or full payment of the face
amount of the Notes.

Under the Indenture, the Notes will be secured by substantially all of our assets including our
interest in the Policies and our right to be repaid the Project Loan as well as our limited amount
of cash in reserve and investments from the discretionary fund. We will need to sell the Policies
before their maturity date in order to repay the Notes. If we cannot resell the Policies for at least
as much as the amounts contemplated in our business model we will be unable to repay the
Notes in full. If we are in default, then the Noteholders could seek to have the Trustee foreclose
(i.e., sell) the Policies to repay the Notes. However, if we are unable to resell the Policies for the
face amount of the Notes, it is most unlikely that the Trustee will be able to do so. Additionally,
there is a risk that the value of the Collateral does not and will not total the value of the
outstanding Notes, and as such, it is likely that the Noteholders’ are undercollateralized and that
the Noteholders will not receive the full repayment of the Notes (or any substantial amount
thereof) upon our default under the Notes. Additionally, if the Trustee is unable to continue to
pay the premiums, the Policies will lapse and a majority of the Collateral will be worthless. The
premium reserve is not sufficient to cover the premiums due until the maturity date of the Notes,
and the Company may be unable to generate sufficient additional revenues to pay the premiums
due on such Policies. If the reserve and the funds the Company hopes to generate through its
other investments prove to be insufficient, then unless additional funds are raised to pay the
premiums (which is highly unlikely and in any event would require the advance written approval
of the holders of a majority in principal amount of the Notes), the Policies would lapse and the
Noteholders would lose all or a substantial amount of their investment. If we default under the
Notes and the value of the Collateral is not sufficient to repay the amount due on the Notes, the
Noteholders would likely lose part or all of their investment in the Notes and would likely not
receive full value for the repayment of the Notes, and any investment in the Notes may be lost.

Although the Notes will rank senior to subordinated debt and will be secured mainly by a
collateral assignment of the individual Policies and a security interest in the beneficial
interests in trusts holding Policies that we will purchase, as well as amounts on deposit in
designated accounts established in the Indenture, we may be unable to repay the Notes.
Also, in order to repay the Notes we will need to have the Project Loan and interest thereon
repaid by the Borrowers, of which there can be no assurance.

At maturity, the principal amount of the Notes will become due. We must sell the Policies in
order to repay the Notes. Other than any remaining portion, if any, of the amounts on deposit in
designated accounts established in the Indenture, we will have no other assets other than the
amount of our discretionary investments and the Policies which we might be able to liquidate in
order to repay some or all of the face amounts of the Notes. As we have and will have no other
significant assets other than the Policies and the rights to the repayment of the Project Loan, and
remaining cash reserves, if any, and discretionary investments, it is unlikely that we will be able
to arrange asset based financing to repay the Notes and if we decide to do so, the advance written
approval of the holders of a majority in principal amount of the Notes will be required to
authorize such financing.

The Notes are senior obligations (i.e., they are not subordinated) and will rank pari passu in right
of payment with all existing and future debt that is not subordinated to the Notes and rank senior

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in right to payment of any future subordinated obligations. As of the date of this Memorandum,
we have no other outstanding debt obligations. Under the Indenture, we are not permitted to
issue additional debt for borrowed money without the approval of the holders of a majority in
principal amount of the Notes then outstanding.

Because the Notes are senior to our subordinated debt, in the event of (1) our bankruptcy,
liquidation or reorganization, (2) acceleration of the Notes due to an event of default, or (3)
certain other events, we will make payments on the Notes before we have satisfied any of our
subordinated debt obligations.

Notwithstanding the foregoing, except for the Policies, the right to the repayment of the Project
Loan and any remaining cash deposited in designated accounts established in the Indenture, we
will not have any significant assets to pay amounts due on the Notes at the maturity date.
Accordingly, if the proceeds realized from the sale of the Policies together with the amounts
deposited in the designated accounts are not sufficient to repay the Notes, we will not be able to
repay the Notes in full.

In the event the Offering does not close, the Notes will be cancelled and the funds that you
receive will likely be less then the total amount invested.

In the event the Offering does not close due to any number of reasons, including the failure of
the Company to sell all of the Notes, the failure of the Company to purchase the Policies and/or
the failure of the Company and the Borrower to agree on terms for the Project Loan, the Notes
will be cancelled. Additionally, the Company’s remaining cash after subtracting (a) management
fees payable to the Trustee, Servicer and other service providers, paid out to any selling agents or
brokers as a finder’s fee and to pay other fees associated with this Offering, which shall not
exceed 1% of the total Notes sold or $12,600,000 prior to Closing, and not more than $2,000,000
which will be used for working capital expenses prior to the Closing, (b) the cost to unwind any
of the transactions contemplated herein (e.g., if some, but not all of the Policies are purchased,
those purchased Policies will have to be immediately resold, which will likely require us to resell
such Policies at a substantial discount), as well as (c) any deficiency in the discretionary
investment account, which the Company will begin to draw on as soon as any Notes are sold,
will be returned to the investors in this Offering. However, due to the payment of the above and
the potential decrease in the value of the Policies and discretionary account investments,
investors will likely receive back less than their initial amount of their investment. The
Company will not guaranty the full repayment of the Notes in the event the Offering is
terminated and the investors will have no recourse against the Company or any Company
principal for any deficiency. As a result, by investing in this Offering, there is a risk that the
transactions contemplated herein will not close and that any or all of your investment may be lost
in the event the Company fails to consummate the transactions contemplated herein.

We may not incur additional debt for borrowed money unless such incurrence is approved
in advance by the holders of a majority in principal amount of the Notes then outstanding;
however, such approval cannot be assured.

The terms of the Indenture will permit us to incur additional debt for borrowed money in the
future only if such incurrence is approved in advance by the holders of a majority in principal
amount of the Notes. There can be no assurance that such approval will be granted. Therefore,
if we determine that additional financing is required (for example, to finance the payment of
further premiums on Policies), there can be no assurance that the Noteholders will authorize such

- 45 -
financing and in such event, it is likely that any Policies still held by us after the maturity date of
the Notes (or prior to the maturity date, if we are required to raise additional funding to pay
premiums prior to such maturity date) will lapse and become worthless.

The terms of this Offering were determined arbitrarily.

The purchase price and other terms of the Notes were determined arbitrarily by management and
do not bear any relationship to our net worth, book value, cash flow or other generally
recognized indicia of value. No assurance can be given that an investor could sell its Note to a
third party for its purchase price, any other price or at all.

The Company has access to and directs payment from trust accounts.

Various accounts will be established by the Company with the Trustee, each of which has been
dedicated to a different purpose. The Trustee takes direction, subject to the terms of the
Indenture, and the funding contract from the Company as to how and where the funds in such
accounts are distributed. For example, the Company will issue instructions, based on the terms
of the agreement of the contract with the Borrower for the construction budget and draw
schedule and the Company has sole authority over the use of any proceeds held in the
discretionary investment account. With the assistance of the Trustee, the Servicing Agency
(Asset Servicing Group) will be providing premium payment services, with respect to payment
of premiums on the Policies. If any such instructions prove incorrect with the result that the
actions taken are erroneous, the Policies could lapse for untimely or inaccurate payments.

The funds set aside for the payment of expenses associated with the Offering and the Company’s
working capital, as well as the funds the Company is able to use for discretionary investments
will be available to the Company immediately upon the sale of any Notes, with the funds set
aside for the purchase of the Policies available immediately for the purchase of such Policies,
and the Project Loan funds available for disbursement only upon the Closing. Additionally, no
funds or assets related to the additional collateral beyond the Project (i.e., Policies or the
proceeds from the Policies such as net death benefits paid on the Policies and proceeds from the
sale of the Policies) and the discretionary investments, will be able to be withdrawn by the
Company.

Investors will be required to pay U.S. federal income tax on the Notes despite the fact that
the Company will at no time pay interest on the Notes.

If the Notes are respected as debt for federal income tax purposes, the Notes will have original
issue discount (“OID”) for U.S. federal income tax purposes. Thus, although cash interest will
not be payable on the Notes at any time, interest will accrue from the issue date of the Notes
based on the yield to maturity of the Notes and will generally be included in gross income by
holders of the Notes as interest income on a constant-yield basis for U.S. federal income tax
purposes in advance of the receipt of cash payments on the Notes to which the income is
attributable and regardless of a holder’s regular method of accounting for U.S. federal income
tax purposes.

The IRS may attempt to re-characterize the Notes as equity.

This Memorandum and all related documents refer to the Notes as debt instruments. Upon
closing of this Offering, we will carry these Notes on our balance sheet as debt rather than

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equity. However, it is possible that the United States Internal Revenue Service (the “IRS”) will
attempt to re-characterize the Notes as equity. The determination of whether the Notes are
classified as debt or equity for U.S. federal income tax purposes is a factual inquiry that requires
the weighing of various factors. We believe that several of these factors weigh in favor of
characterizing the Notes as debt. While we believe that it is common for companies seeking
financing to set up entities with very limited equity capitalization for the sole purpose of seeking
business capital as our management has done for purposes of this Offering, we recognize that our
limited equity capitalization may create a risk that the Notes could be re-characterized by the IRS
as equity in the Company. While there can be no assurance of a favorable outcome as to a debt
classification, if so challenged, the Company has taken the steps that it believes will weigh in
favor of a debt classification in the event of such a challenge. As stated above, all pertinent
documents that relate to the Notes refer to debt, not equity. Further, the Notes do not contain
conversion features enabling the Noteholders to receive equity in the Company, nor are the
Noteholders provided an option to purchase any equity interest or any other security of the
Company. In addition, no Noteholder has any voting rights whatsoever in the Company, nor any
right to participate in, alter, modify, or change the daily operations of our business. If the debt
was treated as equity, the interest would be treated as dividends.

[Remainder of page left intentionally blank.]

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 CERTAIN UNITED STATES
FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax considerations relating to the
exchange, ownership and disposition of the Notes, but does not purport to be a complete analysis
of all the potential tax considerations relating thereto. This summary is based on laws,
regulations, rulings and decisions now in effect, all of which are subject to change, possibly with
retroactive effect. This summary applies only to U.S. Holders (as defined below) that will hold
Notes as “capital assets” (within the meaning of Section 1221 of the Internal Revenue Code of
1986, as amended (the “Code”)). For purposes of this summary, “U.S. Holders” means
beneficial owners of the Notes that are, for U.S. federal income tax purposes, (i) individual
citizens or residents of the U.S., (ii) corporations (or other entities taxable as corporations)
created or organized in or under the laws of the U.S. or of any state or political subdivision
thereof, (iii) estates, the income of which is subject to U.S. federal income taxation regardless of
the source of such income and (iv) trusts (A) subject to the primary supervision of a U.S. court
and the control of one or more U.S. persons over all substantial decisions of the trust or (B) that
have made a valid election to be treated as a U.S. person for U.S. federal income tax purposes.
This discussion does not address considerations applicable to a holder’s particular circumstances
or to holders that may be subject to special tax rules such as banks, holders subject to the
alternative minimum tax, tax-exempt organizations, insurance companies, foreign persons or
entities, dealers in securities or currencies, persons that will hold Notes as a position in a hedging
transaction, “straddle” or “conversion transaction” for tax purposes, U.S. expatriates, regulated
investment companies, partnerships or other pass-through entities for U.S. federal income tax
purposes, holders whose functional currency is not the U.S. dollar or persons deemed to sell
notes under the constructive sale provisions of the Code. This summary discusses the tax
considerations applicable to the initial purchasers of the Notes who purchased the Notes at their
“issue price” as defined in Section 1273 of the Code (which for this purpose is the first price at
which a substantial amount of the Notes were sold to the public for money, excluding sales to
Note houses, brokers or similar persons acting in the capacity of underwriters, placement agents
or wholesalers) in the original Offering and does not discuss the tax considerations applicable to
subsequent purchasers of the Notes. This summary does not consider the effect of the U.S.
federal estate or gift tax laws or the tax laws of any applicable foreign, state, local or other
jurisdiction.

Holders of the Notes should consult their tax advisors with respect to the application of the U.S.
federal income tax laws to their particular situations as well as any tax consequences arising
under the U.S. federal estate or gift tax rules or under the laws of any state, local or foreign
taxing jurisdiction.

Original Issue Discount

The Notes are offered with original issue discount (“OID”) for U.S. federal income tax purposes.
The total amount of OID on the Notes is equal to the excess of the stated redemption price at
maturity over the issue price of the Notes. The stated redemption price at maturity of the Notes
will equal the sum of all payments due under the Notes. Regardless of any investor’s method of
accounting, each investor will be required to accrue its pro rata share of OID on the Notes on a
constant-yield basis and include such accruals in gross income in advance of the receipt of cash
payments on the Notes to which the income is attributable.

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Sale, Exchange, Retirement or Other Taxable Disposition of the Notes

Upon the sale, exchange, retirement or other taxable disposition of a Note, an investor generally
will recognize capital gain or loss equal to the difference between (i) the amount of cash
proceeds and the fair market value of any property received on the sale, exchange, retirement or
other taxable disposition and (ii) such investor’s adjusted tax basis in the Note. An investor’s
adjusted tax basis in a Note generally will equal the cost of the Note to such investor, increased
by any amount previously included in income by such Investor as OID, and reduced by any
payments on the Note. Such capital gain or loss will be long-term capital gain or loss if the
investor’s holding period for the Note is more than one year at the time of sale or exchange. The
deductibility of capital losses is subject to limitations under the Code.

Backup Withholding and Information Reporting

Information returns may be filed with the IRS in connection with payments on the Notes and
payments of the proceeds of a sale or other disposition of the Notes. A U.S. Holder may be
subject to United States backup withholding tax at the rates specified in the Code on those
payments if it fails to provide its taxpayer identification number to the paying agent and comply
with certain certification procedures or otherwise establish an exemption from backup
withholding. The amount of any backup withholding from a payment will be allowed as a credit
against the holder’s United States federal income tax liability and may entitle the holder to a
refund, provided that the required information is furnished to the IRS.

Re-characterization of Notes as Equity

The preceding discussion contained in this Memorandum assumes that the Notes are respected as
debt instruments for U.S. federal income tax purposes. The determination of whether the Notes
are classified as debt or equity for U.S. federal income tax purposes is a factual inquiry that
requires the weighing of various factors. There is no clear statutory definition of debt and its
characterization is governed primarily by principles developed in case law, which analyze
numerous factors that are intended to identify the economic substance of the investor's interest in
the subject entity. While the IRS has not published an exhaustive list of relevant items, and there
is no clear statutory, regulatory or judicial guidance on the relative weight to be given to any one
factor, principal factors often cited in various judicial and administrative precedents include
whether the instrument in question is an unconditional obligation to pay a sum certain; the terms
of the instrument, including whether the instrument has significant equity-like characteristics
(such as no enforcement rights in the event of default, participation rights in the management of
the entity, convertibility into equity of the entity, voting rights, and subordination to other
general creditors, among other factors); the lender's ownership of the entity's equity; the debt-
equity ratio of the entity; the ability of the entity to make interest payments and to repay
principal; and whether the entity could have obtained the funds from a third-party lender on
essentially the same terms.

Several of these factors weigh in favor of characterizing the Notes as debt. However, the very
limited equity capitalization of the Company creates a risk that the Notes could be re-
characterized.

Since the tax consequences of re-characterization of equity to each holder are dependent upon
such person’s tax attributes, each holder should consult with their own tax advisor prior to the
acquisition of the Notes.

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IRS CIRCULAR 230 NOTICE. Any tax considerations expressed herein was neither written
nor intended by the Company or its professional advisors to be used and cannot be used by any
taxpayer for the purpose of avoiding tax penalties that may be imposed under U.S. tax law.

USE OF PROCEEDS

The net proceeds to be raised in this Offering will be used as follows to:

• to fund the purchase of Senior Life Settlement Policies as well as other activities
associated with the purchase, maintenance and monitoring and resale of the Policies.
Assuming that the Offering is successfully completed and fully subscribed, the gross
proceeds are estimated by the Company to be approximately $1,260,000,000, based
on the sale of all of the Notes offered herein in the principal face amount of
$1,800,000,000. The Company intends to use the proceeds for the following
purposes in the percentages shown below:

Application of Proceeds Based on a total of Percentage of Gross

$1,260,000,000 of Gross Proceeds
Proceeds

Contestable Policy Acquisition

Costs (includes cost of first $292,500,000 23.21%
year premiums)

Project Loan $739,700,000(2) 58.71%

Premium Reserves for Year 2(1) $90,000,000 7.14%

Discretionary Investment Fund $100,000,000 7.94%

Legal Fees, Trustee, Custodian,

Registrar and Other Potential
Expenses of the Offering,
Including Commissions and $37,800,000 3.00%
Finders Fees, and General
Working Capital Expenses of
the Company*
Total $1,260,000,000 100.0%

* Any unused amounts will be added to the Discretionary Investment Fund.

(1) We anticipate that this reserve should be sufficient to pay the premiums due on the Policies
only through the second year such Policies are held (premiums for the first year are pre-paid in
connection with the purchase of the Policies). Thereafter, we will need to pay the premiums out
of our available cash on hand, which we hope will come from the return on investment from our
discretionary account and interest payments made by the Borrower on the Project Loan

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(including $271,700,000 of prepaid interest which we will receive immediately upon funding the
Project Loan, and which funds we will immediately reinvest and use the proceeds and principal
from for paying premium payments for years three and four after we acquire the Policies), of
which there can be no assurance.

(2) Approximately $271,700,000 of this amount will be immediately repaid to the Company in
prepaid interest on the Project Loan which will be available for use by the Company to pay
premiums on the Policies (see also footnote (1) above).

The foregoing categories indicate merely the presently contemplated estimate of the use of
proceeds from this Offering. The actual categories and/or amounts of expenditures may vary
substantially from these estimates depending upon world, regional, and local economic
conditions, among other factors. There can be no assurance that the proceeds will actually be
applied as delineated above. In the event the purchase price of the Contestable Policy
Acquisition Costs is greater than anticipated, the Company will decrease the amount of its
working capital and/or the amount in the Discretionary Investment Fund.

THE LIFE SETTLEMENT INDUSTRY

Senior life settlements provide a secondary market for existing Senior Life Insurance Policies
that the owner no longer needs or wants. Over the past few years, the market for senior life
settlements has grown substantially from both the demand and the supply sides of the transaction
with an increase in the average face amount of policies presented for sale. A large amount of
capital is required to meet the higher acquisition costs of the average senior life settlement.

Until the early 1990s the practice of selling life insurance policies was limited to a few
transactions per year and generally these transactions occurred between individuals who knew
each other. However, as the acquired immune deficiency syndrome (“AIDS”) begin to ravage
the lives of many people, their need for financial assistance to treat their illness caused many of
them to seek out buyers for their life insurance policies. This financial need created what came
to be known as the viatical market. “Viaticals” are life insurance policies that are sold to an
investor when the insured’s life expectancy is two years or less. Most of the insureds in a
viatical scenario are people who have been diagnosed with a terminal disease, and are thus not
limited to the elderly.

After its inception, the viatical market grew fairly rapidly. However, these policies did not
achieve widespread acceptance in the investment community primarily due to a growing body of
statutes and regulations enacted or promulgated by the states to protect investors from dishonest
brokers and agents. In addition, as technological advances in the drug industry improved the
ability to treat persons with human immunodeficiency virus (“HIV”), the life expectancies of
these persons increased, and as a result, their life expectancies became more difficult to predict.

In the mid to late 1990’s certain investors active in the viatical sphere began to explore the
possibility of other investments in life insurance policies. After much research and analysis, a
new investment vehicle, the “senior life settlement,” emerged. Senior life settlements are
virtually identical to viaticals, with the very important exception that the life expectancy of the
insured in a senior life settlement investment may range up to ten years. The group of people
selling their life insurance policies as senior life settlements are generally people sixty-five years
and older who either no longer need their policies or who can no longer afford the premiums.
The senior life settlement market affords these individuals the ability to recapture a significant

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portion of the monies that they have paid in premiums for their policy during its life. In contrast,
such insureds were formerly limited principally to accepting the lower cash value surrender
value that had accumulated in the policy over its life, if it in fact were a “cash value” policy. If it
were only a “term” life policy, then it offered no cash at all to the insured.

In recent years, many sophisticated investors in the investment community began to see the
higher rates of return that could become available to them through investing in a Senior Life
Settlement Policy. As a result, senior life settlement investing has become a rapidly growing
industry. Since the late 1990’s, many senior life settlement brokerage firms have emerged.
Markets for senior life settlements are segmented by length of life expectancy and policy face
value. The amount of competition in these markets varies according to the demand for such
policies.

The Company believes the senior life settlement market in will continue to increase substantially
due to a number of factors stated below, of which there can be no assurance.

First, market demand from purchasers remains strong for these transactions. The competition for
policies has increased, indicating that there is an increased awareness among the financial
markets in general of the value of senior life settlements as an investment vehicle. Continued
general economic uncertainty has led many purchasers to seek alternative investment strategies
that diversify their portfolios and avoid economically sensitive investments. Senior life
settlements provide diversification and produce returns that are not correlated to stock and debt
market fluctuations or increasing commodity prices. The Company believes that interest from
both retail and institutional purchasers of senior life settlements will continue to grow steadily
throughout the next few years, of which there can be no assurance.

A second contributing factor to the increase in the senior life settlement market is the greater
supply of higher face value policies. The Company believes there is a growing awareness of the
secondary market for insurance policies among potential sellers, especially for those with higher
face value policies. This growing awareness has resulted in an expansion of the supply of
eligible policies, especially policies with higher face values.

Although a senior life settlement transaction places no burden on an insurance company other
than to honor its contract, senior life settlements are disfavored by insurance companies because
they adversely affect their profitability by keeping policies in force that would otherwise have
lapsed. According to a December 2006 article in the New York Times (Duhigg, Charles, “Late in
Life, Finding a Bonanza in Life Insurance,” New York Times, December 17, 2006), insurance
companies in 2005 reduced their financial exposure by $1.1 trillion when 19.8 million
policyholders stopped paying premiums, citing data from the Insurance Information Institute.
Thus, profits earned by life insurance companies from policies that lapse are readily apparent.

Data from the American Council of Life Insurers shows that the voluntary termination rates for
individual policies have declined from approximately 6.6% in 2002 to approximately 5.1% in
2007. Because the decline in the lapse rate coincides with the increasing number of reported
senior life settlement transactions, this may indicate that more policyholders are choosing to sell
their policies in senior life settlement transactions rather than voluntarily terminating these
policies. The Company also believes this corroborates predictions that the senior life settlement
market will continue to grow in size as these transactions become more familiar to policyholders.

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Access to capital, the insurance industry’s addition of pre-death cash benefits, law enforcement
pressure on companies operating illegally, and increasing government regulation have
contributed to a stabilization in the number and sophistication of senior life settlement
companies, both those purchasing for their own accounts, and those who act as agents for clients.

Competition

Competition within the senior life settlement market is active among the few companies in this
sector and we will experience competition for qualified policies to purchase. This competition
will have an effect on the prices we pay for policies, and the amount of brokerage and referral
fees we are required to pay. We believe the overall market for senior life settlements will
increase as more seniors become aware of their option to liquidate an unwanted policy through a
senior life settlement.

Industry Regulation and Taxation

General. When the senior life settlement market was first established, it was sparsely regulated,
however, due in part to abuses within the industry, which were well-publicized, the federal
government and various states moved to regulate the market in the mid-1990’s. These
regulations generally took two forms. One sought to apply consumer protection-type regulations
to the market. This application was designed to protect policyholders and purchasers. Another
sought to apply securities regulations to the market, which was designed to protect purchasers.
Various states have also used their insurance regulations to attack instances of insurance fraud
within the industry.

Consumer Protection Licensing. The consumer protection-type regulations arose largely from
the draft of a model law and regulations promulgated by the National Association of Insurance
Commissioners (“NAIC”). Many states have now adopted some version of this model law or
another form of regulation governing life settlement companies in some way. These laws
generally require the licensing of providers and brokers, require the filing and approval of
settlement agreements and disclosure statements, describe the content of disclosures that must be
made to insureds and sellers, describe various periodic reporting requirements for settlement
companies and prohibit certain business practices deemed to be abusive.

Licensing. Many states require the licensing of life settlement brokers and providers, mandate
disclosures to sellers or purchasers or both, require periodic reporting requirements, and set forth
prohibited business practices. However, many States have clearly identified exemptions from
insurance licensing requirements, which we believe permit our doing business without
significant regulatory effects.

We are not currently licensed as a viatical or life settlement company in any state. We believe
that we are not required be licensed due to the fact that we do not have contact with the insured
to negotiate the purchase and sale of their policy which is done on their behalf by licensed life
settlement companies and individuals. We believe we are classified as an institutional investor
purchasing portfolios of senior life settlements in amounts of $50 million or more at a time.
These portfolios have already been accumulated by licensed individuals and companies.

Securities Regulations. Some States and the Securities and Exchange Commission have
attempted to treat life settlements as securities under federal or state securities laws. If a State or

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federal law is passed that treats senior life settlements as a security then we intend to conform
and comply with these new laws as they are enacted to the extent practicable.

We believe that a combination of consumer protection-type laws and existing insurance

regulations provide an appropriate framework for regulation of the industry. When we purchase
senior life settlement policies we will use only properly licensed individuals and companies who
are in compliance with applicable laws. When we are ready to sell the portfolios, we plan to
only focus on purchasers who represent themselves to be financially sophisticated, high net
worth individuals or institutions, which have little need for the protections afforded by the
securities laws. At this point, we do not believe that such laws will limit our business model to a
significant extent. But we cannot give assurance that our business will not be materially and
adversely impacted by securities-based regulation.

Insurance Regulation. As purchasers of senior life settlement policies we do not participate in

the issuance of policies. As such, we are not required to be licensed as an insurance company or
insurance broker. The insurance industry is highly regulated, and these regulations affect us in
numerous ways.

Employees

As of the date of this Memorandum, neither the Company nor the Borrower has any full-time
employees. Subsequent to the closing of this Offering, it is anticipated that the Borrower will
hire full-time employees, contract employees and contractors to help complete the construction
of the Project and we may hire full-time employees to help us conduct our limited operations, if
we so determine in our sole discretion.

[Remainder of page left intentionally blank.]

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 SENIOR LIFE SETTLEMENT POLICIES

Nature of the Policies

Senior life settlements are life insurance policies that have been issued on the lives of people
whose life expectancy has been estimated by and underwritten by an actuary. These life
insurance policies are then sold to investors for an amount that is less than the face amount of the
policy that will become due and payable upon the death of the insured. Usually, the insured
person on these policies is elderly, ranging in age from 65 to 85 years old. Senior life
settlements are often compared to zero-coupon notes in that they are policies that are purchased
at a discount to their face value with this so-called “amount certain” becoming due in the future.
When a person purchases a zero coupon note or other debt instrument, the maturity date is
certain and is printed on the instrument; in contrast, when an investor purchases a senior life
settlement policy, the maturity date is uncertain as the date and time of death of the insured is
unknown. Consequently, the purchaser of the senior life settlement policy must continue to pay
the premiums on the policy to maintain the insurance coverage in force. The amount of time that
the insured lives thus directly impacts the rate of return for the investor; further, each additional
year of coverage requires additional premium expenditures which decrease the ultimate return
realized.

When senior life settlement policies are sold, the discounts to face amount are determined by the
life expectancy, individual policy features and market conditions for the policy. Yield is
computed from the difference between the cost basis (including any premiums paid) and the
amount paid out under the policy on its maturity. An annualized expected return on investment
can be derived by dividing the yield by the estimated number of years remaining until it matures.

While any licensed life insurance company may issue life insurance policies, the life insurance
industry in the United States is highly regulated and controlled for the protection of not only the
investors who purchase and own securities in these companies, but most importantly for the
people who are buying the insurance policies in the first instance.

Acquisition of the Policies

Senior life settlement transactions involve the sale of an existing life insurance policy to another
party. By selling the policy, the policyholder receives an immediate cash payment to use as he
or she wishes. The purchaser takes an ownership interest in the policy at a discount to its face
value and receives the death benefit under the policy when the insured dies, assuming the policy
is not subsequently challenged by the insurance company.

For the protection of the seller’s ownership interest and the purchaser’s monetary interest, all
transactions are closed through an independent escrow agent. The escrow agent closes a
purchase when it receives from the purchaser an executed policy funding agreement and the
acquisition price for a policy, verifies that the policy is in full force and effect and that no
security interest has attached to the policy, and receives a transfer of policy ownership form
acknowledged by the insurance company or receives an assignment of the beneficial interests in
the trust from the beneficiary and from the trustee of the trusts that hold the policy. The escrow
agent then pays the seller the purchase price (net of fees and costs).

The Company’s settlement services agreement with the Trustee contemplates that the Trustee
will act as escrow agent with respect to the purchase and subsequent sale of the policies. At the
closing of the sale of the policy, the title to the policy is transferred into the Company’s name
- 55 -
(except where a beneficial interest in a trust is being assigned in which event title remains in the
name of the trust). Under the Indenture, the Company will execute a collateral assignment of the
Policies which the Company will purchase and grant to the Trustee a security interest in the
beneficial interests of trusts holding Policies that the Company will purchase, in each case for the
ratable benefit of the Noteholders. After the closing, responsibility for policy premium costs are
passed to the Company as purchaser, and the Company will fund a portion of the premium costs
through a premium reserve account set up under the terms of the Indenture out of which Trustee
will pay the premiums on our behalf and at our direction. The confidentiality of a life settler’s
personal information is maintained throughout the purchase of the Policy insuring his life. The
Company as purchaser will receive evidence of the transfer of ownership of the Policy (or the
transfer of the beneficial interest in a trust holding the Policy), but does not have contact
information for the insured, which is available only to licensed life settlement companies.

The Company’s business model consists of purchasing senior life settlement insurance policies
from policyholders that are insured by U.S. based insurance companies rated “A” or better by
A.M. Best and Company. We also intend to purchase Policies of insureds with a remaining life
expectancy of 7 years to 15 years. We anticipate that most of the Policies that are purchased will
be beneficial interests in Policies within the contestability period, i.e., the period during which a
policy can be terminated by the insurance company for a number of reasons. Examples of
reasons a life insurance company can raise to terminate a policy include, but are not limited to,
the insured’s failure to disclose certain conditions or diseases, or that the insured committed a
fraud upon the insurer. All of the Policies will be purchased at significant discounts to their face
value. We do not intend to hold the Policies until maturity, but rather we intend to attempt to sell
each Policy approximately six (6) to twelve (12) months prior to maturity of the Notes, we will
not acquire Policies from any one carrier with aggregate death benefits in excess of $20 million
for every $100 million purchased (i.e., not more than 20% of the total Policies will come from
any one carrier), nor will we purchase any one policy with a death benefit of more than $50
million.

Parameters of Policies

Management has established a list of criteria that must be met before a senior life settlement
policy can be purchased which include the following:

• The Policies will be primarily beneficial interests trusts holding life insurance policies
that have been previously settled;

• The Policies will be primarily “universal life” policies;

• The insured must have a life expectancy of between 7 years and 15 years;

• The issuer of the policy must be rated “A” or better by A.M. Best and Company or
another comparable rating agency;

• No more than 20% of aggregate face amount of the Policies issued by one carrier;

• All payments of premiums must be current at the time of the transfer of policy
ownership;

• The written consent of each insured must be obtained, as well as a waiver/release of

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 the insured’s beneficiaries’ or the trust’s beneficiaries’ rights;

• The insured must have executed a release of the insured’s medical records. The
execution by the insured of a release of his or her medical records grants the
Company’s agents permission to review the insured’s medical records. The insured’s
attending physician must verify and validate that the insured is of sound mind; and

• The policy must allow for the absolute assignment of ownership of the policy and its
stated beneficiary to be the Company or if the policy is owned by a trust, then the
trust must permit the beneficiaries to assign their rights to the Company.

After the purchase of the Policy by the Company, the payment of premiums will continue to be
made by the Company through the Trustee out of the premium reserve fund. We anticipate that
this reserve should be sufficient to pay the premiums due on the Policies only through the second
year such Policies are held (premiums for the first year are pre-paid in connection with the
purchase of the Policies). Thereafter, we will need to pay the premiums out of our available cash
on hand, which we hope will come from the return on investment from our discretionary account
and interest payments made by the Borrower on the Project Loan (as described above), of which
there can be no assurance.

If the insured dies prior to our sale of a Policy, the Company shall collect the death benefit and
the Trustee shall retain such death benefit in trust in a designated account until payment of the
Notes.

Risk of the Company’s Business Plan

The Company’s business plan contemplates the purchase of Policies and the sale of those
Policies prior to the maturity date of the Notes.

A contestable Policy may be terminated or cancelled by the insurer within the contestability
period. Were this to happen the Company would lose all of its investment in the policy, namely
the purchase price. However, in this event, the insurance company is required to return any
premiums paid, which in most cases would be in excess of the purchase price, but less than the
anticipated return on the resale of the Policy past the contestability period.

This “contestability” period is the period of time in which the life insurance company can contest
the issuance of the policy in the first instance, and thus disclaim its future liability to pay any
death benefits due to certain defects in the issuance or underwriting of the policy; examples of
reasons a life insurance company can raise include the insured’s failure to disclose certain
conditions or diseases, or that the insured committed a fraud upon the insurer. In most cases the
contestability period is twenty-four months from the effective date of the policy, provided
however, the insurance company can always contest its requirement to pay death benefits on the
Policies. Once this period of time has passed, then it is much more likely that the life insurance
company will be held legally and contractually bound to pay the death benefit to the owner of the
policy upon the death of the insured. The Company believes that the number of contestable
policies that get cancelled during the contestability period is relatively small; however, the
market for the resale of policies that have been purchased during the contestability period is not
as strong as for those purchased outside the contestability period.

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See Risk Factors on page 26 for a more complete description of the risks inherent in our business
model and attached to an investment in the Notes.

PROPOSED WASTE TO ENERGY FACILITY OF THE BORROWER

Letter of Intent:

On or around March 20, 2009, the Company entered into a Non-Binding Letter of Intent for
Senior Credit Facility (the “Letter of Intent”) with Trinity Power D1, LLC (“Borrower”), to
provide a senior credit facility of approximately $600,000,000 to Borrower; however, the parties
have since orally agreed to increase in the amount of the facility to $739,700,000 (as described
below) (the “Project Loan”), subject to due diligence and preparation of definitive Project Loan
documentation. The Letter of Intent terminates on December 31, 2009, in the event a definitive
agreement has not been reached by the parties before that date, unless extended by the mutual
agreement of the parties. Pursuant to the Letter of Intent, until the termination date, or the
mutual termination of the Letter of Intent, the Borrower is prohibited from negotiating with any
party to provide the Project Loan other than the Company. As such, we have the right, but not
the obligation to provide the Borrower the Project Loan on mutually agreeable terms prior to the
termination date of the Letter of Intent.

Borrower is a developmental stage company and has not conducted any business operations or
generated any revenues to date. Its activities to date have been focused on assembling its
management team and arranging project financing.

Borrower is seeking a five year term loan from us in the amount of approximately $739,700,000
which it will use to construct and operate a waste to energy and a biodiesel facility in Dallas,
Texas (the “Project” or the “Facility”) and have sufficient working capital to operate the facilities
once the facilities are complete. It is anticipated that construction of the facility will start in early
2010, and will take at least 32 months to complete. Accordingly, Borrower expects that the
facilities will not be in commission until approximately early 2013, of which there can be no
assurance. The Company currently anticipates receiving $271,700,000 in prepaid interest in
connection with such Project Loan at the time of closing, which the Company will then use in its
sole discretion for discretionary investments, and which proceeds and principal therefrom will
then be used by the Company to pay the premiums due on the Policies.

The waste to energy facility is planned to convert almost any type or combination of waste,
including municipal, hazardous, industrial, and commercial waste into electricity, disposable
and/or usable ash, and distilled water. The synthetic fuel facility, which is also currently planned
to be a part of the Project, is also planned to allow the conversion of municipal waste (including
tires) into synthetic fuel.

The Project will be constructed by the Borrower and their team, including third party contractors
and experts (collectively the "Contractor"). The Contractor is expected to commence
construction activities on or around the first quarter of 2010. The Borrower anticipates engaging
a Contractor or Contractors who have experience in the construction of facilities such as the
Project, following the completion of this Offering. The Borrower also anticipates entering into a
construction contract for the completion of the Project to provide for the Contractor to complete
the Project within three years of the date of commencement at a construction price not to exceed
$425,000,000; however, as no Contractor has been engaged to date, and no construction
contracts have been prepared, such terms and provisions are subject to change.

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Characteristics of the Facility:
The facility is planned to have the following features, all of which are subject to change in
connection with the final approval, licensing and construction of the facility and the Borrower’s
ability to successfully and cost-effectively license and/or purchase the rights to the technology
required to complete and operate the facility, of which there can be no assurance:
• Environmentally Friendly - the facility is currently planned to have no harmful
emissions and create no hazardous wastes.
• Renewable Fuel Sources – the facility is planned to use recycled landfill waste and
used tires.
• “Off The Shelf Technologies” - the facility is planned to use currently existing
proven technologies, none of which have been licensed or purchased by the Borrower
to date.
• Competitive – similar plants as the Borrower’s proposed facility, using similarly
proposed technologies are currently up and running in Japan and Europe.
• Multi-Functional – the facility is planned to convert almost any type or combination
waste, including medical, industrial and hazardous waste into power.
• By Products – commercial by-products of the facility are planned to include
electricity, distilled water, biodiesel and liquid nitrogen and hydrogen.

The Facility is planned, funding, licensing permitting, to consist of the following:

• an Oxygen‐Blown Rotary Kiln Gasifier;

• a Heat Recovery Steam Generator;
• a Steam Turbine Generator; and
• a Cryogenic Air Separation Unit.
The Facility as currently planned is expected to produce 100 megawatts (“MW”) (Gross) of
electricity, of which there can be no assurance.
Benefits of Waste to Energy Facilities or “WTEFs”

With garbage landfills at or near capacity, and expanding urbanization consuming precious
available land, new solutions to solid waste disposal and alternative energy sources have
emerged to assist municipalities in dealing with these problems while also helping the
environment. Waste to energy facilities (“WTEF”) have emerged as the preeminent solution to
the solid waste problem faced by cities around the globe. Through the combustion of everyday
household trash in facilities with state-of-the-art environmental controls, WTEF’s provide viable
alternatives to communities that would otherwise have no alternative but to buy power from
conventional power plants and dispose of their trash in landfills.

For every ton of waste processed in a WTEF, almost one ton of greenhouse gas is kept out of our
atmosphere. While contributing to resource recovery and the reduction of solid waste going into
landfills, a major benefit of the WTEF’s technology is the production of electricity distilled
water and biodiesel as by-products of the solid waste reduction process. Unlike wind or solar
power, waste-to energy facilities can operate 24/7, making them one of the most continuously
reliable sources of renewable electricity generation.

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This technology consists of multiple modules that perform different tasks. The Borrower
believes that these modules are available from multiple vendors and are currently being used in
many locations independent of each other. The Borrower plans to join several different modules
and collectively use them to work together in one plant performing multiple tasks in connection
with the facility, which the Borrower believes will give them an added benefit over plants which
only utilize a few modules. However, the Borrower has not entered into any licensing or
purchase agreements for the use of the various modules anticipated to be included in the design
of the facility, and can make no assurances that such agreements will be forthcoming on
favorable terms, if at all. Additionally, as the Borrower’s planned facilities will be a unique
plant which encompasses multiple WTEF modules, which has not historically been done to date,
there can be no assurance that the Borrower’s plant will be successful.
The WTEF that Borrower intends to construct in or around Dallas, Texas is anticipated to create
over 200 jobs (technical and non-technical) in the community. The jobs may include power
plant operators, security, fuel handlers, maintenance and logistics personnel, control operators,
heavy equipment operators, warehouse and office personnel, and bottling operators. In addition,
during the planned 32 month construction phase the construction will employ local labor and
subcontractors.

Regulatory and Environmental Matters

Because the Borrower plans for the system to be certified as non-incineration and because it is
planned to have no emission, the Borrower believes that its planned WTEF will be exempt from
air and water quality permitting in the United States. The system is also currently intended to be
compliant with the terms of the Kyoto accord.

It is currently anticipated that all effluents from the processing of waste material will either be
reintroduced into the process or removed from the process as a commercial byproduct for sale.
The main products from the process are anticipated to include purified carbon dioxide and
distilled water. The system is planned to have no smoke stack and to discharge no smoke. The
system is anticipated to use ambient air that is rich in nitrogen. Therefore, the system is
currently planned to not discharge any byproducts from the mono-nitrogen oxides (“NOx”)
group.
The technology to be employed in the WTEF which is planned to be constructed by Borrower is
planned to dispose of multiple waste products, which may include:

• Any and all waste, toxic and non-toxic;

• Waste stored in barrels;
• Contaminated soils;
• Asbestos products;
• Medical and biomedical waste;
• Municipal and industrial solid waste;
• Solvents and waste petroleum products; and
• Agricultural waste.

There will be only minimal impact on the environment as a result of the Borrower’s planned
plant as the only effluents currently anticipated to be created from the process will be easily

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contained and have a use either for reintroduction into the process or as a commercial byproduct
that is sold to add to operational profitability.

The system, as currently planned, will be capable of disposing all hazardous and toxic
compounds including hydrocarbons, chlorinated and halogenated waste such as polychlorinated
biphenyls (“PCB's”) and dioxins, contaminated soils, liquid waste, biomedical waste and
municipal solid waste. All of these waste products are suitable fuel for waste to energy
generation of electrical energy.

Some of the benefits of the planned facility include:

No "Exhaust Stack"
No "Emissions"
No atmosphere/Ozone Impact

No Emergency Stack

Air Quality Exempt
Increased System Control
Opening

No Air Dispersion
Low Cost Electrical

Revenues for Products
Models Energy

Low Cost Water
Positive Impact to
Positive Impact to Local

Purification Community Economy

Revenue Streams

It is anticipated that the WTEF will generate the following revenue streams:

• Electricity Generation: The Borrower’s WTEF is anticipated to be able to sell to the

grid the electricity produced daily.

• Carbon Tax Credits: Borrower anticipates that the planned project will generate carbon
tax credits, which will help offset the plant’s operational expenses.

• CO2: This byproduct is planned to be sold to various national industrial gas providers.

• Ash and Pig Metals: This byproduct is planned to be sold to various buyers – either
locally or nationally.

• Nitrogen: This byproduct is planned to be sold to various national industrial gas

providers.

• Argon: This byproduct is planned to be sold to various national industrial gas providers.

Note: Borrower plans to seek Letters of Intent (“LOI”) and Purchase Agreements as soon as
project funding is obtained.

Other revenue streams may include: tipping fees, the production of bio-fuel, hydrogen,
distilled and bottled water, ice, acid/sulfur urea and oxygen, which may also include diesel
production tax credits and/or green energy tax credits, of which there can be no assurance.

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As of the date of this Offering Borrower has not entered into any output agreements or
tipping fee agreements with any third party, nor has the Borrower entered into any
agreements to license or purchase any of the technology or modules which will be required
to construct and operate the WTEF as described above.

Most cities or governmental agencies require at least the following information prior to
beginning business negotiations. Generally, the U.S. cities or districts will want to see the
following in one form or another prior to entering into serious discussions with any entity
planning to construct a WTEF as contemplated by the Borrower:

1. Information on the company/corporation:

a. Identification of the principals (to ensure that there are no conflicts of interest
with city officials);

b. Incorporation information;

c. Letters of credit/proof of significant financial capability or proof of Project

funding;

2. A corporate business plan;

3. A project description;

4. A business proposal:

a. Benefits to the city;

b. Requirements (identification of project needs from the city):

i. Land lease;

ii. Fuel contract;

iii. Utilities or Improvements; and

5. A Purchase Power Agreement or Letter of Intent to issue a PPA (a long-term legal

contract between an electricity generator and a building or (host) site owner or lessor to
provide electricity at guaranteed long-term rate) from a utility, or retail electric provider.

Each of these selected areas have been identified by the Borrower and in some cases negotiations
have begun regarding the above requirements; however, the Borrower has not entered into any
definitive discussions with any city officials and has not completed any of the steps set forth
above. Instead, the Borrower plans to take actions to complete such steps after the Offering is
completed.

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Status of the Project as of the Date of the Memorandum:

This Facility has been in development for approximately two years. The efforts of the Borrower
to date have been in its capacity as an independent consultant supporting various independent
developers desiring to complete the Facility. The availability of the Borrower to complete the
Facility is now available because the previous developers have not been able to obtain the
necessary financing to begin the project.

Most recently, the Borrower has informally met with city officials of the various cities and
municipalities, the various landfill operators, local utility companies, and buyers of the various
by-products (water, industrial gases, ash and other revenue streams). The Borrower has
developed the Project as far as it can. Discussions with various cities and municipalities have
begun and the Borrower believes that approval for the Project can be secured upon the successful
completion of this Offering, and the following, of which there can be no assurance:
• Identification of the corporate entity, and the principals, that will be completing the
Project and signing the various agreements and contracts with the cities,
municipalities, and utility companies;
• Providing evidence that the Project is funded; and
• Providing an initial conceptual engineering design of the Project.

Once the above items have been presented to the city, municipalities, utility companies, and
buyers – the Borrower believes that initial letters of intent can be obtained within a few weeks.
Concurrently with these efforts, the Borrower will begin formal discussion with officials from
the city/municipalities, utility companies, and the buyers of the various by-products.

Description of Planned Construction Contract

The construction contracts are planned to be firm fixed price contracts. The project
development, information management, and plant operations and management is currently
planned to be accomplished by TRIENCON Services (27 years of experience); however, as a
definitive agreement has not been entered into to date, the Borrower may change the contractor
and/or enter into multiple construction contracts. Borrower currently anticipates utilizing
TRIENCON Services to assist in preparing and negotiating the contracts relating to the Project.
The two companies that are being considered as the construction contractor are Day
Environmental Engineering (with 24 years experience) and/or URS Washington Division (with
over 42 years experience), however, additional companies may be considered in the future.

Additionally, the construction contractor will be required to have the necessary performance
bond and insurance bonding available.

Description of Project Operating Agreement.

The project operating agreement is planned to be with TRIENCON Services. This agreement
will be finalized after the engineering and construction documents are structured. The operating
agreement with TRIENCON Services may include, but not be limited to, the following tasks:

• construction management/owner’s engineer;

• startup and testing;

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 • systems development;
• operations modeling;
• outage planning;
• project management;
• emissions systems monitoring;
• marginal cost analysis;
• fuel management;
• project evaluations;
• transportation and logistics;
• benchmarking studies;
• real-time competitive information systems;
• training tools;
• data-room support;
• economic analysis;
• litigation support & regulatory support; and
• project development.

The Proposed Project Site and Ground Lease

The Project is planned to be constructed on an approximately 40 acre site located in Dallas,

Texas (the "Project Site"); however, the Borrower has not entered into any formal agreement to
purchase or lease the project site to date and the Borrower has not received any governmental
approvals to operate a WTEF on the proposed site, and until those items are finalized, the Project
Site is subject to be changed or moved in the sole discretion of the Borrower. The current
Project Site is adjacent to a landfill located in Mellissa, Texas.

The Project Site is owned by the local municipality. Borrower plans to lease with an option to
purchase the Project Site pursuant to a Ground Lease, which has not been finalized or agreed to
date.

Borrower will assign all of its future right, title and interest in and to a ground lease to the
Trustee for the ratable benefit of the Noteholders, following the Offering.

Project Permits and Approvals; Environmental Assessment

The Borrower has not received local approval from the City of Dallas for this Project. Based on
the Borrower’s discussions with the local agencies involved, Borrower believes it will be able
obtain the initial LOIs after it has demonstrated that it has the funding in place for the Project, of
which there can be no assurance. After the final engineering and construction drawings are
completed, then Borrower can apply for the necessary permits.

Barriers to Entry

Diminishing landfill capacity in the Dallas, Texas area will create increased demand for the
services offered by waste to energy facilities such as the Project. However, there are significant
barriers to market entry for potential competitors of the Project. Further, a potential competitor
must be able to finance a significant portion of the legal, engineering, environmental and
architectural costs associated with a new facility's development prior to the time approvals are
requested from the various local and state authorities.

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In general terms, the approval process associated with the development of a waste to energy
facility consists of the following, and as such, the Borrower has begun negotiations (but not
entered into any definitive agreements or understandings) with multiple communities regarding
the following:

(a) Identification of a suitable market area;

(b) Identification of a willing host community within such market area;

(c) Identification and acquisition of a suitable facility site within such host community;

(d) Preparation of a site-specific legal, environmental, engineering, traffic flow, odor control,
pest control and fire protection plan for the proposed host community's review;

(e) A public hearing properly noticed and with a 90 day response period;

(f) Affirmative vote of the host community's governing body;

(g) Application to Texas EPA for operating permit (six-months to one year typical
approval/disapproval period); and

(h) If approval of Texas EPA is obtained, final project design and construction.

Resistance and opposition to proposed facilities is generally encountered throughout the entire
process described above. Typical opponents of the development of new facilities include: (a)
operators of area landfills, (b) operators of competing transfer stations, (c) environmentalist
groups, (d) political interests and (e) local citizens and businesses in the area of the proposed
new facility. The Project has received none of the requisite local and state approvals and permits
to operate the Project.

Host Community Agreement

It is anticipated that the Borrower will be required to participate with a Host Community
Agreement which results in a community fee payable by the Borrower to the community where
the Project is located. The amounts and terms of this fee will be negotiated with the municipality
at the start of the Project.

Description of Planned Service Area

The Project is planned to be located on the Project Site which is readily accessible to solid waste
vehicular traffic. The Project Site is located approximately 5 miles from Interstate 45 within
metropolitan Dallas, Texas. The primary service area for the Project encompasses an area within
a 20-mile radius of the Project Site. The primary service area includes North East Collin and/or
North East Dallas Counties (depending on the exact location), although some portions of these
counties are located more than 20 miles from the Project. There are currently no other waste to
energy facilities within the primary service area. As the Company has not received approval for
the Project at the Project Site and has not entered into any agreements or understandings
regarding the lease or purchase of the Project Site, the location of the Project Site is subject to
change.

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 SECURITY OWNERSHIP OF THE COMPANY

Shareholder Name Ownership Percentage

Anthony Harriott, Chief Executive 34%
Officer and Managing Director
Jeffrey McClanahan, Chief Financial
33%
Officer
Richard Colvin, Chief Operating
33%
Officer

100%

Investors should keep in mind that the Notes do not represent an ownership or equity interest in
the Company or the Borrower and do not convert into an ownership interest in the Company or
the Borrower. The Notes only represent debt securities secured by a security interest in the
Collateral, representing substantially all of the assets of the Company. The Company does not
currently have any assets, but hopes to acquire assets as described herein pending the completion
of this Offering.

MANAGING DIRECTORS AND EXECUTIVE OFFICERS

Anthony Harriott

Anthony Harriott, age 51, has been a Managing Director, Member and Chief Executive Officer
of the Company since its inception. Mr. Harriott’s biographical information is set forth below:

Mr. Harriott has been employed by Grant Capital Investments Ltd., a United Kingdom company
since September 1996, as the Managing Director of the US and UK investments division of
Grant Capital Investments, Ltd.

Mr. Harriott's career has been built upon private investment and investment-banking experience
gained both in Canada and England. In Bermuda, he formed and led a team that revolutionized
the way that country—one of the world's wealthiest offshore business communities—does
business, by introducing the Internet to the Island’s corporations, in particular the finance and
reinsurance industries.

He founded and served as Chief Executive Officer of CaribCommerce Ltd., a tourism oriented
Internet payment-processing company based in the Caribbean, until it was sold to a US public
company.

Mr. Harriott received a bachelor’s degree in business and computer science from Newcastle
University in 1979.

Jeffrey McClanahan

Jeffrey McClanahan, age 47, has served as a Managing Director, Member and Chief Financial
Officer of the Company since its formation. Mr. McClanahan’s biographical information is set
forth below:

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Since July 2002, Mr. McClanahan has served as a Director of the Investments Management
Division of Grant Capital Investments, Ltd., a United Kingdom company. From May 2000 to
July 2002, Mr. McClanahan served as the Chief Business Consultant to River City Group in St.
Charles, Missouri.

He has extensive experience in the implementation of online payment solutions and fraud control
systems for both start-up and established financial enterprises. He has a myriad of contacts in the
financial industry and has consulted for several online banks, payment processors, and fraud
control providers.

Mr. McClanahan has a substantial financial markets background, having been a successful
Private Bond Trader and Financier. In his spare time he is a Real Estate Developer and Private
Investor.

Mr. McClanahan has a Bachelors Degree in Business Administration and Accounting which he
received from Drake University in 1984 and an M.B.A. in Marketing and Finance which he
received from the University of Missouri in Columbia, Missouri in 1986.

Richard Colvin

Richard Colvin, age 37, has served as Managing Director, Member and Chief Operating Officer
of the Company since its inception. Mr. Colvin’s biographical information is set forth below.

Mr. Colvin is currently employed as Vice President of Wells Fargo, N.A. as a Commercial
Banking Officer in the Houston, Texas market and has been so employed since October 2006.
Mr. Colvin has been in the banking business for the past 5 years and prior to that was in the
energy industry in financial management. From March 2006 to October 2006, Mr. Colvin was
employed by Capital One Bank. Mr. Colvin is also the owner of Colvin Financial Group, and
has been since April 2005.

Mr. Colvin’s past experience is in and around financial management and controls. From
February 2000 to April 2005, Mr. Colvin was employed as a financial analyst with Centerpoint
Energy.

He has a bachelor’s degree in Business which he obtained from East Texas State University
(Now a part of the Texas A&M University System under the name Texas A&M University -
Commerce), in 1995. Mr. Colvin has also managed due diligence and auditing for acquisitions
with a strong background in Mergers and Acquisitions.

Borrower’s Officers and Directors and Controlling Persons

Borrower is a Texas corporation.

The sole Manager of Trinity Power D1, LLC (“Borrower”) is Ret. Msgt. Gary W. Hale, age 55.
Mr. Hale has served as the Chairman of Trinity since its inception in November 2007. Mr. Hale
has served as the Associate-In-Charge and Assistant Program Manager for the Naval Satellite
Operations Center in Colorado Springs, Colorado, since 1998. From September 2007 to
November 2007, Mr. Hale served as an assistant Program Manager with Rome Research
Corporation. From July 2001 to September 2007, Mr. Hale served as an Engineering Technician
with the Naval Satellite Operations Center. From February 1997 to July 1998, Mr. Hale served

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as an Electronics Technician with the Naval Satellite Operations Center. Mr. Hale received a
degree from the Community College of the Air Force at Maxwell Air Force Base in Alabama in
1998. Mr. Hale was on active duty for the U.S. Air Force from July 1971 to September 1975 and
from May 1977 to July 1996. He received the Humanitarian Service Medal and the Southwest
Asia Service Medal and received an honorable discharge from the Air Force.

---------------------------------------------------------------

None of the officers or Directors of the Company or Borrower have during the past five years:

• had any bankruptcy petition filed by or against any business of which they were a
general partner or executive officer, either at the time of the bankruptcy or within
two years prior to that time;

• been convicted in a criminal proceeding and are not subject to a pending criminal
proceeding;

• been subject to any order, judgment or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting their involvement
in any type of business, securities, futures, commodities or banking activities; or

• been found by a court of competent jurisdiction (in a civil action), the SEC or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, which judgment has not been reversed, suspended
or vacated.

Borrower’s executive offices are located at 7644 Woody Creek Drive, Colorado Springs,
Colorado 80920 and its telephone number is (719) 439-5756.

THE PROPOSED LOAN AGREEMENT

Under the proposed Loan Agreement $739,700,000 (or approximately 58.71% of the gross
proceeds of the Offering of the Notes (if the maximum principal amount of Notes offered are
sold, which is required for Closing) will be loaned to Borrower to finance the construction of the
Facility. The Company currently anticipates receiving $271,700,000 in prepaid interest in
connection with such Project Loan at the time of closing, which the Company will then use in its
sole discretion for discretionary investments and to pay premiums on the Policies.

The following is a summary of certain proposed provisions of the Loan Agreement, which has
not been finalized or agreed to date. As such, the following provisions are subject to change
and/or modification prior to the execution of a definitive Loan Agreement, which execution is a
closing condition to the completion of this Offering.

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Payments

Pursuant to the proposed Loan Agreement, Borrower will agree to pay the reasonable and
customary expenses of the Company incurred in connection with the Company’s duties and
obligations under the Loan Agreement. The obligation of Borrower to make the payments under
the Loan Agreement will be evidenced by a promissory note executed by Borrower entered into
in connection with the Loan Agreement.

Prepayment of the Loan

Borrower will have the option to prepay the Project Loan in full at any time after the third
anniversary of the issue date.

Obligations Absolute and Unconditional; Non-Recourse

Borrower’s obligations under the Loan Agreement to pay the amounts due thereunder are
proposed to be absolute and unconditional and will not be subject to any defense other than
payment or to any right of setoff, counterclaim, abatement or otherwise; provided, however, that
the obligations under the Loan Agreement are non-recourse as to Borrower, except as to the
assets pledged to the Company (which are currently anticipated to include the Project) which are
assigned to the Trustee under the Indenture for the benefit of the Noteholders under a Collateral
Assignment Agreement, which has not been finalized or executed to date.

Borrower’s Covenants under the Loan Agreement

It is contemplated that the Borrower will agree, that among other things, so long as the Project
Loan is outstanding:

• it will maintain its corporate existence and will not dissolve, liquidate, or otherwise sell
or transfer substantially all of its assets, and

• it will not consolidate with or merge into another corporation, or permit one or more
other corporations to consolidate with or merge into it, without the express written
consent of the Company (which will require the consent of the holders of a majority in
aggregate principal amount of the Notes then outstanding).

Defaults

The Loan Agreement is contemplated to provide that the occurrence of one or more of the
following events will constitute an "event of default" thereunder:

(a) any failure to pay the principal of, premium if any, or interest due on the Project Loan on
the due date thereof;

(b) The occurrence of an Event of Default under the planned Mortgage agreement securing
the Project as collateral for the repayment of the Project Loan; and

(c) Borrower’s failure to observe and perform any of its other covenants, conditions or
agreements contained in the Loan Agreement for a period of 30 days after written notice

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 specifying such failure and requesting that it be remedied, given by the Company to
Borrower.

The entry of a decree or order for relief by a court having jurisdiction of Borrower in an
involuntary case under the federal bankruptcy laws, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator of Borrower or for any substantial part of its property, or ordering
the winding-up or liquidation of their affairs and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days; or

The commencement by Borrower of a voluntary case under the federal bankruptcy laws, or other
applicable federal or state bankruptcy, insolvency or other similar law, or the consent by
Borrower to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator of Borrower or for any substantial part of the property of Borrower or by
the making of either of them of any assignment for the benefit of creditors, or the failure by
Borrower generally to pay its debts as such debts become due, or the taking of action by either of
Borrower in furtherance of any of the foregoing.

Remedies.

The Loan Agreement is anticipated to provide that, whenever any event of default under the
Loan Agreement shall have occurred and be continuing:

• The Company may declare all payments on the Project Loan to be immediately due
and payable, whereupon the same shall become immediately due and payable.

• The Company may have access to and inspect, examine and make copies of, the
financial records and accounts of Borrower pertaining to the Project and Project Site
and the operation thereof.

• The Company may assume control of the Project.

• The Company may take whatever action at law or in equity may appear necessary or
desirable to collect any sums then due and thereafter to become due under the Project
Loan or to enforce the observance or performance of any covenant, condition or
agreement of the Borrower under the Loan Agreement.

[Remainder of page left intentionally blank.]

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 THE INDENTURE AND THE NOTES

General

We will issue the Notes under an indenture between us and The Bank of New York Mellon
Corporation as Trustee (the “Indenture” and the “Trustee”). The terms of the Notes include
those set forth in the Indenture. The following summary of select provisions of the Indenture
does not purport to be complete and is qualified in its entirety by reference to the indenture,
including the definitions in the Indenture. A form of the Indenture is attached to this Offering
Memorandum.

Principal, Maturity and Interest

The Notes are being issued in an aggregate principal amount of $1,800,000,000.

The Notes are five year notes which will mature on July 20, 2014.

The Notes will be issued at a 30% discount (i.e., $700,000,000 will purchase $1,000,000,000 in
Notes) and do not pay interest. The discount represents a yield to maturity of 7.394%.

Principal on the Notes will be payable at our office or agency maintained for this purpose or at
our option, payment of principal may be made through DTC (assuming we become DTC
Eligible), Clearstream Banking, société anonyme, or Clearstream, or Euroclear Bank S.A./N.V.,
as operator of the Euroclear System, or Euroclear, to the holders, assuming we determine to
provide for the Notes to be eligible for such trading systems in our sole discretion. Until we
otherwise designate, the Registrar’s office will be the office maintained for this purpose. The
Notes will be issued in minimum denominations of $100,000,000. The Trustee initially will be a
paying agent and registrar under the Indenture. We may act as paying agent or registrar under
the Indenture.

Security

The Notes will be secured by a first priority security interest in all our assets including our
interests in the following (the “Collateral”):

• The Policies (and Policy files), any death benefits paid on or other proceeds with respect
to the Policies, and the proceeds from the sale of the Policies, the proceeds from any
errors and omissions protection policy, any fidelity note and any blanket damage policy
held by the administrator or escrow agents, to the extent such proceeds relate to any
Policy or obligations, the proceeds all of which will be set forth in a dedicated account
established under the Indenture;

• our rights and benefits under the Loan Agreement and the agreements ancillary thereto
(the “Project Loan Documents”), assuming we decide to enter into such Project Loan and
execute such Project Loan Documents in our sole discretion, which entry into the Loan
Agreement is a required term of the sale of the Notes;

• All amounts on deposit in designated accounts established in the Indenture to facilitate

the purchase of the Policies and the payment of a portion of the premiums on the Policies;
and

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 • The rights to any investments and proceeds therefrom made through funds from the
discretionary investment account and/or with funds received in prepayment of the Project
Loan (as described above).

Under a custodial agreement to be entered between the Company and ASG in its capacity as
“Custodian,” ASG will also act as the Custodian of the Policies to be purchased with the
proceeds from the sale of the Notes.

After we acquire the Policies (and for so long as we continue to own the Policies) we will be
required to pay all premiums due on the Policies until the death of the insured. Otherwise, the
Policies will lapse and become worthless. We anticipate that this reserve should be sufficient to
pay the premiums due on the Policies only through the second year such Policies are held
(premiums for the first year are pre-paid in connection with the purchase of the Policies).
Thereafter, we will need to pay the premiums out of our available cash on hand, which we hope
will come from the return on investment from our discretionary account and interest payments
made by the Borrower on the Project Loan (including $271,700,000 of prepaid interest which we
will receive immediately upon initial funding the Project Loan, and which funds we will
immediately use for discretionary investments and the proceeds and principal of which
investments we will use for paying premium payments for years three and four after we acquire
the Policies), of which there can be no assurance. The indenture requires that we keep at least
two (2) months of premium payments in the Premium Reserve Account as established with the
Trustee at all times.

All the cash proceeds received from the sale of the Policies as well as the death benefits paid on
the Policies (up to the face amount of the Notes) will be transferred to a designated account (the
“net proceeds account”) maintained by the Trustee pursuant to the Indenture to be held in trust
for the benefit of the Noteholders and to be used to repay the Notes.

In addition, a number of other accounts will be established by us with Trustee. Each account
will be dedicated to a different purpose and the flow of funds is as set forth below.

On the closing date the net proceeds from the sale of the Notes will be deposited in the Note
Proceeds Account to be applied as follows:

1. First, an amount of $37,800,000 or approximately 3.00% will be applied to the payment

of transaction costs (including fees for acting as trustee and escrow agent and Asset
Servicing Group’s fees for acting as policy’s servicer and as custodian) incurred in
connection with the issuance of the Notes, amounts paid out to any selling agents or
brokers as a finder’s fee and to pay other fees associated with this Offering, and not more
than $3,000,000 of such amount will be used for working capital expenses of the
Company, including legal and accounting fees, of which amount no more than
$2,000,000 will be used for working capital expenses prior to the Closing, and no more
than 1% or $12,600,000 will be used for expenses prior to Closing (“Pre-Closing
Expenses”);

2. Second, an amount equal to $292,500,000 or approximately 23.21% will be transferred to

the Policy Acquisition Account for the payment of the purchase price of the portfolio of
Policies being purchased;

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 3. Third, an amount equal to $90,000,000 or approximately 7.14% will be transferred to the
Premium Reserve Account to be used to pay the premiums due on the Policies through
the second year such Policies are held (with the additional Policy premiums needing to be
paid by the Company through its planned return on its other investments, including the
investments from the discretionary account and the Project Loan [including $271,700,000
of prepaid interest which we will receive immediately upon funding the Project Loan, and
which funds we will use for discretionary investments and anticipate using to pay
premium payments for years three and four after we acquire the Policies], of which there
can be no assurance); provided that the amount of funds in this account can never
decrease below the total number of premium payments due within any subsequent two
(2) month period, subject to the Company’s right to cure such deficiency, without a
default being triggered under the Indenture;

4. Fourth, an amount totaling $739,700,000 or approximately 58.71% will be used for the
facilitation of the Project Loan as outlined in this Memorandum, along with any and all
outlined expenses, fees or obligations as it relates to the Project will be transferred to a
Project Loan account for the Company, in its sole discretion to loan to the Borrower
(assuming a definitive Loan Agreement is agreed to between the parties); and

5. Fifth, an amount totaling $100,000,000 or approximately 7.94% will be placed in an

account by the Trustee to be used immediately by the Company for investments in its
sole discretion.

Any amounts held on deposit in the Policy Acquisition Account and the Premium Reserve
Account following the closing date shall be held in trust for the benefit of the holders of the
Notes and may not be used for any other purpose without the advance approval of the holders of
a majority in principal amount of the Notes.

The Indenture also establishes a Net Proceeds Account into which will be deposited (i) the net
proceeds from any sale of any Policy prior to the death of the insured; and (ii) the death benefits
paid with respect to a Policy that has matured. Amounts accumulated in the Net Proceeds
Account shall be applied by the Trustee (a) if an Event of Default has occurred and is continuing,
to pay any uncured deficiency in the balance of the Premium Reserve Account; and (b) for the
repayment of the Notes on the maturity date, and may not be used for any other purpose without
the advance approval of the holders of a majority in principal amount of the Notes. Amounts in
the Net Proceeds Account shall be held in trust for the benefit of the holders of the Notes and
shall be invested with the consent of the Company by the Trustee, with all interest held in such
Net Proceeds Account for the benefit of the Note Holders, provided however that the Company
has the right to draw on such amount to pay premium payments on the Policies.

All monies required to be deposited into any account with the Trustee and received by the
Trustee shall be held by the Trustee in trust, unless otherwise denoted within the Indenture
Agreement and shall be invested in permitted investments and while held by the Trustee,
constitute part of the Collateral (other than the discretionary investment account, which will also
initially contain the funds received in prepayment of the Project Loan).

While the funds are held by the Trustee, the Trustee will take direction, subject to the terms of
the Indenture, from the Company as to how the funds in such accounts should be distributed.
For example, the Company will issue instructions, subject to the terms of the Indenture, based on

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advice from and with the assistance of Servicer, who will be providing premium payment
services, with respect to payment of premiums on the Policies.

Rank

The Notes are senior secured obligations and will rank senior to all of the Company’s future
subordinated indebtedness and on an equal basis with all of the Company’s other indebtedness.
Except for the Notes, the Company is not permitted to incur or guaranty any other indebtedness
for borrowed money without the consent of the holders of a majority of the principal amount of
the Notes then outstanding.

Redemption

We cannot redeem the Notes prior to their maturity. We will not be required to make mandatory
redemption or sinking fund payments prior to the maturity date.

Restrictive Covenants

The Indenture contains restrictive covenants with respect to the Company, including restrictions
on:

• impairing the collateral or the rights created by the Indenture;

• claiming any credit on or making any deduction from the principal payable on the Notes;
• dissolution or liquidation;
• restrictions on consolidation, merger or transfer or lease of all or substantially all of our
assets including the requirement that the surviving entity or purchaser assume the Notes;
and
• creating any debt for borrowed money without the consent of the holders of a majority of
the principal amount of the Notes then outstanding.

The Indenture does not contain any financial ratios or specified levels of net worth or liquidity to
which we must adhere.

The Indenture does not contain any provision that would require that we repurchase, redeem or
otherwise modify the terms of any of the Notes upon a change in control or other event that may
adversely affect the Company’s creditworthiness or the value of the Notes.

The Company may not incur additional debt for borrowed money without the approval of
the holders of a majority in principal amount of the Notes then outstanding.

Events of Default and Remedies

The Indenture provides that the occurrence of any of the following events after the date of
issuance of the Notes constitutes a default with respect to the Notes under the Indenture:

• The Company’s failure to make any payment of principal when due on the Notes;

• The Company’s failure to observe or perform any of our other covenants or agreements
under the Indenture and that failure continues for 30 days after written notice is given to

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 the Company and the Trustee at the request of the holders of at least a majority in
aggregate principal amount on the then outstanding Notes;

• Certain events of bankruptcy, insolvency or reorganization with respect to the Company

occur;

• A default under any other debt (having a then outstanding principal amount in excess of
$75 million) that results in the acceleration of the maturity of that other debt or failure to
pay that debt when due;

• Any final non-appealable judgment for the payment of money in an aggregate amount in
excess of $50 million shall be rendered against us;

• The security interest on the Collateral shall, at any time, cease to be in full force and
effect for any reason or any security interest created under the Indenture shall be declared
invalid or unenforceable and such default has continued for a period of ninety (90) days
after the occurrence thereof;

• We fail to keep at least two (2) months of premiums in the Premium Reserve Account,
within thirty (30) days of written notice of such default by the Trustee; and/or

• The Indenture, the Notes or any documents entered into in connection with the Project
Loan or related documents (collectively the “Transaction Documents”), shall be declared
by any governmental authority to be illegal or unenforceable.

If any event of default (other than an event of default relating to certain events of bankruptcy,
insolvency or reorganization) with respect to the Company occurs and is continuing, then either
the Trustee (at the direction of the holders of a majority in aggregate principal amount of the
outstanding Notes) or the holders of a majority in aggregate principal amount of the outstanding
Notes may declare the principal of the Notes to be immediately due and payable by notice in
writing to the Company and the Trustee. Additionally, if an event of default occurs and is
continuing, the Trustee may use funds in the Net Proceeds Account to pay premiums on the
Policies.

If an event of default relating to certain events of bankruptcy, insolvency or reorganization with

respect to the Company occurs, then the principal of the Notes as of the date of such event of
default will become immediately due and payable without any declaration or other act on the part
of the Trustee or the holders of the Notes.

However if, at any time after the principal of the Notes shall have been so declared due and
payable, and before any judgment or decree for the payment of the monies due shall have been
obtained or entered (i) the Company pays or deposits with the Trustee a sum sufficient to pay the
entirety of the principal on the Notes (which shall have become due otherwise than by
acceleration) and amounts due to the Trustee; and (ii) if any and all defaults under the Indenture,
other than the nonpayment of principal on Notes which shall have become due by acceleration,
shall have been cured or waived, then and in every such case holders of a majority in aggregate
principal amount of the outstanding Notes, by written notice to the Company and to the Trustee,
may waive all defaults or events of default and rescind and annul such declaration and its
consequences; but no such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or event of default.

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 • No holder of any Notes may institute any action under the Indenture, unless and until:

• Such holder has given the Trustee written notice of a continuing event of default;

• The holders of a majority in aggregate principal amount of the outstanding Notes have
requested the Trustee to institute proceedings in respect of such event of default;

• Such holder or holders has or have offered the Trustee such indemnity as the Trustee may
require;

• The Trustee has failed to institute an action for 60 days after receipt of notice; and

• No inconsistent direction has been given to the Trustee during such 60-day period by the
holders of a majority in aggregate principal amount of the outstanding Notes.

Subject to certain exceptions set forth in the Indenture, the holders of a majority in aggregate
principal amount of the outstanding Notes will have the right, subject to certain limitations, to
direct the time, method and place of conducting any proceeding for any remedy available to the
trustee or of exercising any trust or power conferred on the trustee with respect to the Notes.

The Indenture provides that the Trustee may decline to take any action that it reasonably
determines might involve the Trustee in personal liability.

The holders of a majority in aggregate principal amount of the outstanding Notes may, by written
notice to the Trustee, waive any past default with respect to the Notes.

Certain Covenants

The Indenture contains covenants including, among others, the following:

No indebtedness.

The Company may not incur additional debt without the approval of the holders of a majority in
principal amount of the Notes then outstanding.

No liens.

• The Company may not incur, suffer to exist or guarantee any debt secured by a mortgage,
pledge or lien (which are referred to collectively as “liens”) (other than liens in favor of
the holders of the Notes) on any of the Policies purchased with the proceeds of the Notes
until such time as the Company shall have transferred to the Net Proceeds Account
maintained by the Trustee cash in the amount of the aggregate face amount of the Notes;
or

• On the cash held in any of the designated accounts held by the Trustee under the
Indenture (other than liens in favor of the holders of the Notes).

As used in the above descriptions “debt” means, with respect to the Company, any indebtedness
for borrowed money, capitalized lease obligations and purchase money obligations, or any

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guarantee of such debt, in any such case that would appear on our consolidated balance sheet as a
liability.

Consolidation, merger or transfer.

The Company may consolidate or merge with or into, or transfer or lease all or substantially all
of its assets to, any entity (including, without limitation, a limited partnership or a limited
liability company) that is organized and validly existing under the laws of any state of the United
States of America or the District of Columbia, and may permit any such entity to consolidate or
merge into us or to transfer or lease all or substantially all of our assets to them, subject to the
terms of the Indenture; provided that:

• The Company will be the surviving entity or, if not, that the successor will expressly
assume by a supplemental indenture the due and punctual payment of principal of the
Notes and the performance of every covenant of the Indenture to be performed or
observed by the Company;

• Immediately after giving effect to such transaction, no event of default shall have
occurred or be continuing;

• All actions that are reasonably necessary to maintain in effect the Lien created by the
Indenture and the perfection thereof shall have been taken; and

• The Company will shall have delivered to the Trustee an officer’s certificate stating that
such consolidation, merger, transfer or lease complies with the Indenture.

Satisfaction and Discharge

The Indenture will be discharged with respect to the Notes and will cease to be of further effect
as to all Notes (except as to certain surviving rights of transfer or exchange of the Notes) and the
Trustee, at the Company’s request and expense, will execute proper instruments acknowledging
the discharge of the Indenture, when all Notes authenticated and delivered (except mutilated,
lost, stolen or destroyed Notes that have been replaced or paid) have been delivered to the
Trustee are cancelled or designated for cancellation.

Modification of the Indenture

In general, the Company’s rights and obligations and the rights of the holders under the
Indenture may be modified if the holders of a majority in aggregate principal amount of the
Notes then outstanding consent to it. However, the Indenture provides that, unless each affected
holder of the Notes agrees, the amendment cannot:

• Change the maturity date, reduce the principal amount we have to pay, change any place
of payment, change the currency in which the Company has to make any payment of
principal of or impair any right of a holder to bring suit for payment;

• Reduce the percentage of the principal amount of Notes which must consent to an
amendment or waiver; or

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 • Make any change to the provisions of the Indenture concerning modification contained in
this paragraph or waivers of defaults or events of default by holders of the Notes, except
to increase any required percentage of holders set forth in such provision.

We and the Trustee may amend the Indenture without the consent of any of the holders of the
Notes to:

(1) evidence the succession of another entity to us in accordance with the provisions of
the Indenture;

(2) add to our covenants;

(3) surrender any of our rights or powers or transfer any property to the Trustee;

(4) cure any ambiguity or defect, correct or supplement any provision of the Indenture
which may be inconsistent with any other provisions of the Indenture;

(5) evidence and provide for the acceptance of a successor trustee;

(6) add to the rights of the holders of the Notes;

(7) establish additional events of default; and

(8) to conform the Indenture to the Notes.

provided that no modification may be made with respect to the matters described in clause (2),
(3), (4), (6) or (7) above, if to do so would adversely affect the interests of the holders of any
outstanding Notes.

Concerning the Trustee

The Bank of New York Mellon Corporation, the Trustee under the Indenture, may in the future
be the trustee under other indentures under which debt of the Company will be outstanding, and
may in the future perform other services for us in the normal course of our business, including
investment banking, commercial banking and other financial services, for which we will receive
compensation. The Trustee is required to have a combined capital and surplus of at least
$50,000,000.

Responsibilities of Trustee

The duties and obligations of the Trustee will be determined solely by the express provisions of
the Indenture and the Trustee will not be liable, except for the performance of such duties and
obligations as are specifically set forth in this Indenture and no implied covenants, duties or
obligations shall be read into the Indenture against the Trustee.

In general under the terms of the Indenture, the Trustee’s responsibilities include the following:

• to deliver to the Noteholders certain notices, reports and other documents received by
the Trustee, as required under the Indenture;

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 • to authenticate, deliver, cancel and otherwise take action with respect to the Notes;

• to establish and maintain certain designated accounts on behalf of the Company in

accordance with the Indenture and to hold and disburse the monies deposited in such
accounts in accordance with the Indenture and to maintain accurate records of activity
in those accounts;

• to invest funds in such accounts in permitted investments at the direction of the

Company;

• to periodically report on and notify Noteholders of certain matters relating to actions

taken by the Trustee, property and funds that are possessed by the Trustee, and other
similar matters, all as prescribed in the Indenture; and

• to perform certain other administrative functions identified in the Indenture.

The Trustee is not liable for any errors of judgment as long as the errors are made in good faith
and the Trustee was not negligent or guilty of willful misconduct in connection with any such
errors which occur.

Under the terms of the Indenture, the Company has agreed to pay the Trustee for all services
rendered, which fees will be paid from the funds raised in this Offering. The Company will also
indemnify the Trustee for any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the administration of the Company’s accounts.
This indemnification will be higher in priority than payments to Noteholders.

The Trustee may resign at any time. The Company may also remove the Trustee if, among other
things, the Trustee is no longer eligible to act as trustee under the Indenture or if the Trustee
becomes insolvent. In all circumstances, the Company must appoint a successor trustee for the
Notes. The holders of a majority of the outstanding principal amount of the Notes then
outstanding may also at any time remove the Trustee and nominate a successor trustee. Any
resignation or removal of the Trustee and appointment of a successor trustee will not become
effective until the successor trustee accepts the appointment.

Any successor trustee will execute and deliver to the Company and its predecessor Trustee an
instrument accepting such appointment. The successor trustee must have a combined capital and
surplus of at least $50,000,000. The Company may not, nor may any person directly or
indirectly controlling, controlled by, or under common control with the Company, serve as
Trustee.

Notices

Notices to holders of the Notes will be made by overnight deliver or by first class mail, postage
prepaid, to the registered holders’ addresses as provided in the Notes and as updated from time to
time as provided in the Notes.

Governing Law

The Indenture and the Notes will be governed by, and construed in accordance with, the laws of
the State of New York.

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 FORM, DENOMINATION, TRANSFER,
EXCHANGE AND BOOK-ENTRY PROCEDURES

The Notes are issued:

• only in registered form;

• without interest coupons; and

• in denominations of $100,000,000 and integral multiplies of $100,000,000.

Principal of and interest (including additional interest, if any) on the Notes will be payable, and
the Notes may be presented for registration or exchange, at the office of the “Registrar” of the
Notes, Computershare Trust Company, N.A. and Computershare Inc.

The Notes are evidenced by one or more Global Notes that will be deposited with the Registrar
for DTC (assuming we seek DTC Eligibility), and registered in the name of Cede & Co., as
nominee of DTC (as described below). The Global Note and any Notes issued in exchange for
the Global Note are subject to restrictions on transfer and will bear a legend regarding those
restrictions substantially as set forth herein.

The below description assumes that holders of a majority in interest of the outstanding Notes
request that the Company permit the Notes to be eligible for clearance and settlement through
DTC, and that the Company thereafter use its commercially reasonable efforts to permit the
Notes to be eligible for clearance and settlement through DTC (“DTC Eligibility”).

Except as set forth below, record ownership of the Global Note may be transferred, in whole or
in part, only to another nominee of DTC or to a successor of DTC or its nominee.

No Global Note will be registered in the name of any person, or exchanged for Notes that are
registered in the name of any person, other than DTC or its nominee, unless either of the
following occurs:

• DTC has notified us that it is unwilling or unable to continue as depository for the
Global Note or has ceased to be a clearing agency registered as such under the
Exchange Act or announces an intention to permanently cease business or does in fact
do so; or

• an event of default with respect to the Notes represented by the Global Note has
occurred and is continuing.

In those circumstances, DTC will determine in whose names any Notes issued in exchange
for the Global Note will be registered.

As long as the Notes are registered in the name of Cede & Co., as nominee for DTC, DTC or its
nominee will be considered the sole owner and holder of the Global Note for all purposes, and as
a result:

• you cannot receive Notes registered in your name if they are represented by the Global

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 Note;

• you cannot receive certificated (physical) Notes in exchange for your beneficial
interest in the Global Note;

• you will not be considered to be the owner or holder of the Global Note or any note it
represents for any purpose; and

• all payments on the Global Note will be made to DTC or its nominee.

The laws of some jurisdictions require that some kinds of purchasers can only own securities in
physical, certificated form. These laws may limit your ability to acquire an interest in the Notes
and to transfer or encumber your beneficial interests in the Global Note to these types of
purchasers.

The Depository Trust Company

The Depository Trust Company ("DTC"), New York, New York, will act as Notes depository for
the Notes. The Notes will be issued as fully-registered Notes registered in the name of Cede &
Co. (DTC's partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One fully-registered certificate will be issued for the Notes, in the
aggregate principal amount of such Note, and will be deposited with DTC. If, however, the
aggregate principal amount of any Note exceeds $500 million, one certificate will be issued with
respect to each $500 million of principal amount, and an additional certificate will be issued with
respect to any remaining principal amount of such Note.

DTC, the world's largest Notes depository, is a limited-purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Notes Exchange Act of 1934. DTC holds and
provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate
and municipal debt issues, and money market instruments (from over 100 countries) that DTC's
participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade
settlement among Direct Participants of sales and other Notes transactions in deposited Notes,
through electronic computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of Notes certificates. Direct
Participants include both U.S. and non-U.S. Notes brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of
The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for
DTC, National Notes Clearing Corporation and Fixed Income Clearing Corporation, all of which
are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.
Access to the DTC system is also available to others such as both U.S. and non-U.S. Notes
brokers and dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its
Participants are on file with the Notes and Exchange Commission. More information about DTC
can be found at [Link] and [Link].

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Purchases of Notes under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Notes on DTC's records. The ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC
of their purchase. Beneficial Owners are, however, expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Notes are to be accomplished by entries made on the
books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests in Notes, except in the
event that use of the book-entry system for the Notes is discontinued.

To facilitate subsequent transfers, all Notes deposited by Direct Participants with DTC are
registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be
requested by an authorized representative of DTC. The deposit of Notes with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Notes;
DTC's records reflect only the identity of the Direct Participants to whose accounts such Notes
are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their
customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct

Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
Notes unless authorized by a Direct Participant in accordance with DTC's “MMI Procedures.”
Under its usual procedures, DTC mails an Omnibus Proxy to the Company as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts Notes are credited on the record date (identified in a
listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Notes will be made to Cede
& Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and
corresponding detailed information from the Company or Registrar, on payable date in
accordance with their respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary practices, as is the
case with Notes held for the accounts of customers in bearer form or registered in "street name,"
and will be the responsibility of such participant and not of DTC, the Trustee, Registrar or the
Company, subject to any statutory or regulatory requirements as may be in effect from time to
time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or
such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the Company or Trustee, disbursement of such payments to Direct Participants
will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners
will be the responsibility of Direct and Indirect Participants.

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DTC may discontinue providing its services as depository with respect to the Notes at any time
by giving reasonable notice to the Company. Under such circumstances, in the event that a
successor depository is not obtained, Security Certificates are required to be printed and
delivered.

The information in this section concerning DTC and DTC's book-entry system has been obtained
from sources that the Company believes to be reliable, but the Company takes no responsibility
for the accuracy thereof.

DTC's policies and procedures, which may change periodically, will apply to payments,
transfers, exchanges and other matters relating to beneficial interests in the Global Note. The
Trustee, Registrar and we have no responsibility or liability for any aspect of DTC's or any
participant's records relating to beneficial interests in the Global Note, including for payments
made on the Global Note, and we and the Trustee and Registrar are not responsible for
maintaining, supervising or reviewing any of those records.

Payment of principal and interest to DTC is the responsibility of the Company and the Trustee;
disbursement of such payments to Direct Participants is the responsibility of DTC; and
disbursement of such payments to the Beneficial Owners is the responsibility of Direct and
Indirect Participants.

If DTC is no longer eligible or in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation and in the event that a successor securities
depository is not obtained, Note certificates are required to be printed and delivered. In addition,
the Company may decide to discontinue use of the system of book-entry transfers through DTC
(or a successor securities depository). In that event, Note certificates will be printed and
delivered as described below.

The information in this section concerning DTC and DTC's book-entry system has been obtained
from sources (including DTC) that the Company believes to be reliable, but the Company, takes
no responsibility for the accuracy thereof. Neither the Company, nor Registrar, nor the Trustee
has any responsibility or liability for any aspect of the records relating to or payments made on
account of beneficial interests in any Global Note or for maintaining, supervising or reviewing
any records relating to such beneficial interests.

Discontinuation of Book-Entry System

If the book-entry system is discontinued, Note certificates in fully registered form would be
delivered to, and registered in the names of, the Direct Participants, or such other persons as such
Direct Participants may specify (which may be the Indirect Participants or Beneficial Owners.
The ownership of the Notes so delivered (and any Notes thereafter delivered upon a transfer or
exchange described below) would be registered in the registration books to be kept by the
Registrar as the Note registrar for the Company. Except as provided in the Indenture, the
Company, Trustee and Registrar are entitled to treat the registered owners of such Notes, as their
names appear in such registration books as of the appropriate dates, as the owners thereof for all
purposes described herein and in the Indenture. The principal of the Notes and the premium, if
any, would be payable only upon presentation thereof at the principal corporate trust office of the
Registrar. The Notes may be transferred or exchanged by the owners upon surrender of such
Notes at the principal corporate trust office of the Registrar. Whenever any Note or Notes are to
be surrendered for transfer or exchange, the Trustee is required to authenticate and the Registrar

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is required to deliver a new fully registered Note or Notes duly executed by the Company, of
authorized denomination or denominations in a like aggregate principal amount to the transferee
or the Noteholder in exchange therefore. The Registrar is to require the payment by the owner
requesting such exchange or transfer of any tax or other governmental charge required to be paid
with respect to such transfer or exchange. The Registrar is not required to transfer or to
exchange any Notes during the period beginning with a record date and ending on the next
Interest Payment Date, nor after notice calling such Notes (or portions thereof) for redemption
has been given or during the period beginning fifteen days preceding the giving of such notice.

CERTAIN PARTIES INVOLVED IN THE OFFERING AND

ADMINISTRATION OF THE NOTES

The Company has engaged the organizations set forth below to assist in the administration of the
Notes. Each such organization is named below with a description of its responsibilities.

Closing Escrow Agent

The Company has appointed The Bank of New York Mellon Corporation (“Trustee”) to act as
the escrow agent with respect to the closing of the Offering of the Notes. The amounts deposited
in escrow will be held in escrow until the closing which will occur on the closing of purchase of
the portfolio of Policies. If the closing shall not have occurred on or prior to December 31, 2009
(unless extended by us in our sole discretion to February 28, 2010), the amounts held in escrow
will be returned, less any fees associated with the preparation of this Memorandum and any
commissions or other fees or expenses including, but not limited to those expenses associated
with the transactions contemplated herein, which amount is not to exceed 1% of the total Notes
sold prior to Closing and/or the cost to unwind any of the transactions contemplated herein (e.g.,
if some, but not all of the Policies are purchased, those purchased Policies will have to be
immediately resold, which will likely require us to resell such Policies at a substantial discount),
as well as up to $2,000,000 in working capital expenses which the Company will use as soon as
the Notes are purchased, as well as any deficiency in the discretionary investment account, which
the Company will begin to draw on as soon as any Notes are sold.

Trustee

The Company has appointed The Bank of New York Mellon Corporation to act as trustee under
the Indenture under which the Notes are being issued. Certain of the Trustee’s powers and duties
are described above in greater detail.

Escrow Agent

The Company has appointed the Trustee to act as the escrow agent with respect to the closing of
the purchase and sale of the Policies.

Custodian

After the Policies and the beneficial interests therein are purchased and the change of beneficiary
and all forms have been received, the insurance binder and all related documentation will be
placed in the custody of ASG in its capacity as custodian under the Custodial Agreement (the
“Custodian”). The Custodian will hold the Policies and binder in its custody until the earlier of
the death of the insured’s or the date they are sold as directed by the Company.

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Settlement, Administrative and Premium Paying Services and Escrow Agent.

The Company has engaged Asset Servicing Group to provide certain settlement, administrative
services and premium paying services relating to the portfolio, acting as escrow agent with
respect to closing of the policies, providing settlement services in connection with the selling of
the policies, tracking of the insureds and the policy maturity, i.e., identifying the date of death of
the insured and obtaining certified copies of the death certificate, providing and verifying
premium payment information with respect to the policies and paying the premiums on the
policies at our direction as well as notifying the life insurance company, and collecting the death
benefit.

Transfer Agent and Registrar

The transfer agent and the registrar for the Notes will be Computershare Inc., a Delaware
corporation, and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally
chartered trust company (collectively “Computershare” or the “Registrar”). Pursuant to a
Transfer Agency and Service Agreement, Computershare has agreed to serve as transfer agent
and registrar of the Notes (the “Transfer Agent”) and maintain records of the Notes and Note
holder transfers.

PLAN OF DISTRIBUTION

Unless a minimum of Notes in the aggregate principal amount of $1,800,000,000 are sold, no
Notes will be sold and this Offering shall be terminated. The Company is required only to use its
best efforts to sell the Notes in an amount of $1,800,000,000. Pending the sale of the Notes, all
proceeds will be deposited in an escrow account established with the Trustee. The Company
may however, pay any selling agents we may use to sell the Notes (which selling agents will be
registered broker/dealers with the SEC under the Securities Exchange Act of 1934, as amended,
and members in good standing of the Financial Industry Regulatory Authority (“FINRA”), if
required), pay fees associated with the preparation of this Memorandum and any commissions or
other fees or expenses including, but not limited to those expenses associated with the
transactions contemplated herein, the Trustee, the Servicer, the Custodian or the Registrar of the
Notes, which amount is not to exceed 1% of the total Notes sold prior to Closing and/or the cost
to unwind any of the transactions contemplated herein (e.g., if some, but not all of the Policies
are purchased, those purchased Policies will have to be immediately resold, which will likely
require us to resell such Policies at a substantial discount), as well as up to $2,000,000 in
working capital expenses which the Company will use as soon as the Notes are purchased, as
well as any deficiency in the discretionary investment account, which the Company will begin to
draw on as soon as any Notes are sold. The Offering period will commence on the date of this
Memorandum and continue, subject to the Company’s right to terminate the Offering at any
time, until the earlier of (i) the sale of all of the Notes offered hereby, or (ii) December 31, 2009,
unless extended at the Company’s sole discretion to no later than February 28, 2010.

The Company has enclosed with this Memorandum a form of the subscription agreement, which
is attached as Exhibit B hereto, by which a prospective investor may subscribe for Notes. In
addition to making payment in full for their Notes, by check or wire transfer in immediately
available funds, prospective investors in the Notes are required to execute and deliver to the
Company an executed copy of such Subscription Agreement. The Company reserves the right to

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reject any subscription, for any reason or for no reason.

The minimum subscription amount that will be accepted by the Company is $100,000,000 unless
the minimum is waived or reduced by the Company. The purchase price of the Notes has been
arbitrarily determined by the Company. The purchase price of the Notes is not necessarily
related to our prospects, asset value, net worth, book value, or any other established criteria of
value.

TRANSFER RESTRICTIONS

Because of the following restrictions, you are advised to consult legal counsel prior to making
any offer, resale, pledge or other transfer of the Notes offered by this Offering Memorandum.

The Notes have not been registered under the Securities Act and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirement of the Securities
Act. Accordingly, the Notes are being offered and sold only to qualified institutional buyers (as
defined in Rule 144A under the Securities Act) in compliance with Rule 144A.

By purchasing Notes, you will be deemed to have represented and agreed as follows (terms used
below that are defined in Rule 144A under the Securities Act of 1933, as amended, have the
meanings given to them in Rule 144A):

• You (1) are a qualified institutional buyer (as such term is defined under Rule
144A of the Securities Act), (2) are aware that the sale of the Notes to you is
being made in reliance on Rule 144A, (3) are acquiring such Notes for your own
account or the account of a qualified institutional buyer, (4) and are aware of and
understand the terms and conditions of Rule 144A, a copy of which is attached
hereto as Exhibit D.

• You understand that the Notes have not been registered under the Securities Act
and may be offered, resold, pledged or otherwise transferred within the time
period referred to under Rule 144 under the Securities Act (taking into account
the provisions of Rule 144(d) under the Securities Act, if applicable) as in effect
on the date of the transfer only (a) (1) to a person that you reasonably believe is a
qualified institutional buyer acquiring for its own account or the account of a
qualified institutional buyer in a transaction meeting the requirements of Rule
144A, (2) pursuant to an exemption from registration under the Securities Act
provided by Rule 144 thereunder (if available), (3) to an institutional investor that
is an accredited investor within the meaning of Rule 501(a)(l), (2), (3) or (7) of
Regulation D under the Securities Act that prior to such transfer provides to the
Trustee for the Notes a signed letter containing certain representations and
agreements relating to the restrictions on transfer of the Notes, and, if requested
by us, an opinion of counsel acceptable to us that such transfer is in compliance
with the Securities Act, (4) pursuant to another exemption from registration under
the Securities Act (if available) (and based upon an opinion of counsel acceptable
to us), or (5) pursuant to an effective registration statement under the Securities
Act, and (b) in accordance with all applicable securities laws of the states of the
United States and other jurisdictions. In each case, you will deliver to each person
to whom such Notes are transferred, a notice substantially to the effect of the

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 foregoing.

• The Notes will bear legends substantially similar to the following effect, unless we
determine otherwise in compliance with applicable law:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE NOTE OFFERING WAS MADE (i) OUTSIDE OF THE
UNITED STATES PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER REGULATION S (“REGULATION S”)
PROMULGATED UNDER THE SECURITIES ACT (ii) AND INSIDE THE
UNITED STATES TO PERSONS WHO ARE “QUALIFIED
INSTITUTIONAL BUYERS” OR ‘‘ACCREDITED INVESTORS”
PURSUANT TO RULE 144A, RULE 501a, AND RULE 506 OF
REGULATION D PROMULGATED UNDER THE ACT.

THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THE

SECURITIES MAY ONLY BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED:

(A) IN THE UNITED STATES, (1) PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT, OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY, IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OR (2) IF SOLD PURSUANT TO, AND
IN ACCORDANCE WITH, RULE 144 OR RULE 144A UNDER THE ACT;
OR

(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE

904 OF REGULATION S UNDER THE SECURITIES ACT AND IN
COMPLIANCE WITH APPLICABLE LOCAL LAWS AND
REGULATIONS.

• You will deliver to each person to whom you transfer any of the Notes notice of any
restrictions on transfer of such Notes.

• You understand that the Notes are offered to qualified institutional buyers in
compliance with Rule I44A and will be represented by a global security and that,
before any interest in a global security may be offered, sold, pledged or otherwise
transferred to a person who is not a qualified institutional buyer, the transferee
must provide the trustee with a written certification as to compliance with the
transfer restrictions referred to above.

• No assets of a person who is, or at any time when Notes are held will be (or will
be deemed for such purposes to be), an employee benefit plan or arrangement
subject to Section 406 of the Employee Retirement Income Security Act of 1974,
as amended, or ER1SA, or section 4975 of the Internal Revenue Code of 1986, as
amended, or the Code, or another employee benefit plan subject to any federal,

- 87 -
 state, local or foreign law substantially similar to Section 406 of ERISA or
Section 4975 of the Code, have been used to acquire the Notes.

• The purchase and holding of the Notes by you are, and will be, exempt from the
prohibited transaction restrictions of ERISA and the Code by virtue of an
applicable prohibited transaction class exemption, including, without limitation.
Prohibited Transaction Class Exemption, or PTCE, 90-1 (relating to investments
by insurance company pooled separate accounts), PTCE 91-38 (relating to
investments by bank collective investment funds), PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager"), PTCE 95-60
(relating to investments by an insurance company general account), and PTCE 96-
23 (relating to transactions directed by an in-house professional asset manager)
(or, in the case of such other employee benefit plan, do not, and will not, violate
any such substantially similar law).

• You acknowledge that we, the initial purchasers and others will rely upon the truth and
accuracy of the foregoing acknowledgements, representations and agreements, and agree
that if any of the acknowledgements, representations or warranties deemed to have been
made by you by your purchase of Notes are no longer accurate, you shall promptly notify
us and the initial purchasers. If you are acquiring any Note as a fiduciary or agent for one
or more investor accounts, you represent that you have sole investment discretion with
respect to each such account and you have full power to make the foregoing
acknowledgements, representations and agreements on behalf of each such account.

Prior to any proposed transfer of the Notes (otherwise than pursuant to an effective registration
statement), the holder thereof must check the appropriate box on the reverse of the certificate(s)
representing the Notes, setting forth to the manner of such transfer and submit the certificate(s)
to the Trustee. Prior to the registration of any transfer in accordance with the last bullet above,
we and the Trustee reserve the right to require the delivery of such legal opinions, certifications
or other evidence as may reasonably be required in order to determine that the proposed transfer
is being made in compliance with the Securities Act and applicable state securities laws, and the
Company will not be required to accept for registration of transfer any securities acquired by a
purchaser, except upon presentation of evidence satisfactory to the Company, that the restrictions
set forth herein have been complied with.

[Remainder of page left intentionally blank.]

- 88 -
 AVAILABLE INFORMATION

Every prospective investor has the right to ask questions of, and/or request additional
information from us about the terms and conditions of the Offering or any matter discussed in
this Memorandum and about any other aspect of the Company. We will respond fully to all such
questions and requests, which should be directed to Grant Capital Investments, LLC, Attn:
Richard W. Colvin, Grant Capital Investments, LLC, 5858 Westheimer, Suite 406, Houston,
Texas 77057, Fax (936) 597-6904.

Financial Statements of the Company have not been included herein as the Company is a newly
formed entity with no assets or liabilities prior to this Offering, and as such, the Company does
not believe that its financial statements would be of any use to potential investors in the Notes.
However, potential investors have the right to review the financial statements of the Company at
any time, including the Company’s most recent balance sheet and profit and loss and retained
earnings statements, and similar financial statements for such part of the two preceding fiscal
years as the Company has been in operation, which financial statements shall be audited to the
extent reasonably available, upon reasonable notice to the Company.

- 89 -
Exhibit A

Form of Indenture and Global Note

[To be attached]

- 90 -
CUSIP NUMBER: 387598 AA3
ISIN NUMBER: US387598AA31

INDENTURE AGREEMENT

This INDENTURE dated as of July __, 2009, between GRANT CAPITAL INVESTMENTS, LLC, a
Wyoming limited liability company (hereinafter called the “Company”), and THE BANK OF NEW YORK
MELLON CORPORATION, as trustee (in such capacity the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company intends to issue up to one billion eight hundred million U.S. Dollars
($1,800,000,000) in aggregate face amount of its Senior Discount Notes Due July 20, 2014 (the “Notes”) in a
minimum face amount of $100,000,000, and multiples thereof;

WHEREAS, the Company is entering into this Indenture for the purpose of issuing the Notes;

WHEREAS, the net proceeds of sale of the Notes will be used principally to pay for the acquisition of the
Portfolio of Policies (as defined below), pay the premiums due on, and the administration expenses incurred in
connection with, those Policies; for discretionary investments of the Company from the proceeds of the Excess Cash
Account (as defined below) and to fund the Project Loan (as defined below);

WHEREAS, the Policies will be held until approximately six (6) to twelve (12) months prior to the due
date of the Notes, whereupon the Company will attempt to sell the Policies;

WHEREAS, the Policies are required to be sold in order to pay off the Notes at maturity;

WHEREAS, the Portfolio of Policies will be held in trust by the Custodian (as defined below) until they
are resold;

WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms herein set forth; and

WHEREAS, Company will enter into the following agreements to facilitate the closing of the offering of
the Notes and the acquisition and custodianship of the Portfolio of Policies:

(i) the Escrow Agreement (the “Notes Escrow Agreement”) with The Bank of New York Mellon
Corporation, as notes escrow agent (in such capacity, the “Notes Escrow Agent”) pursuant to which the
Notes Escrow Agent will serve as escrow agent for receipt and disbursement of funds relating to the sale of
the Notes;

(ii) the Custodial Agreement (the “Custodial Agreement”) with Asset Servicing Group, LLC, an
Oklahoma limited liability company (“Asset Servicing Group” or “ASG”), as Custodian (in such capacity,
the “Custodian”), pursuant to which the Company will transfer and deliver to the Custodian the Portfolio
of Policies and the related Policy Files (as defined herein) to hold in custody until the earlier of the sale of
the Policies, the maturity of a Policy, or the Maturity Date;

(iii) the Escrow Agreement (the “Policies Escrow Agreement” and together with the Notes Escrow
Agreement, the “Escrow Agreements”) with The Bank of New York Mellon Corporation, as escrow agent
(in such capacity, the “Policies Escrow Agent”) pursuant to which the Policies Escrow Agent will serve as
escrow agent for receipt and disbursement of funds relating to the acquisition of the Portfolio of Policies;
and

(iv) the Servicing Agreement (the “Servicing Agreement”) with Asset Servicing Group, LLC, an
Oklahoma limited liability company (in such capacity, “Servicer”) pursuant to which the Servicer will
provide certain services including (a) settlement services in connection with the acquisition by the

Page 1 of 52
 Company of the Portfolio of Policies and the subsequent sale of the Policies by the Company, (b) tracking
of the insureds and making of claims on the Policies, (c) verifying premium payment information with
respect to the Policies, (d) making premium payments on the Policies and (e) related matters as set forth in
the Servicing Agreement.

WHEREAS, all things necessary to make the Notes, as and when issued as provided in this Indenture, the
legal, valid and binding obligations of the Company according to the import thereof, and to constitute this Indenture
a valid indenture and agreement of the Company and the creation, execution and delivery of this Indenture and the
execution and issuance of the Notes, subject to the terms hereof, in all respects have been duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated,
issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the
holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the
respective holders from time to time of the Notes (except as otherwise provided below), as follows:

ARTICLE I
DEFINITIONS

Section 1.01 Definitions.

The terms defined in this Section or the preamble to this Indenture (except as herein otherwise expressly
provided or unless the context otherwise requires) for all purposes of this Indenture shall have the respective
meanings specified in this Section or the preamble to this Indenture. All other terms used in this Indenture that are
defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise
requires) shall have the meanings assigned to such terms in the Securities Act as in force at the date of the execution
of this Indenture. The words “herein”, “hereof”, “hereunder” and words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision. The terms defined in this Article include the
plural as well as the singular.

“Accounts” shall mean, collectively, the accounts to be established pursuant to ARTICLE VII of this
Indenture.

“Acquisition Price” means, with respect to a Policy purchased, the sum of (a) the amounts payable to the
seller or its designee (including amounts necessary to satisfy liens, if any, against the Policy other than liens of the
Insurer for Policy loans) for the purchase of the Policy or the seller’s beneficial interest in the Policy, (b) the
amounts payable to the seller’s broker for all broker and agent commissions due for such purchase and (c) any other
costs associated with the purchase of the Policy or beneficial interest therein.

“Affiliate” of a Person means:

(a) any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such Person; or

(b) any other Person who is a director or officer of:

(1) such Person;

(2) any subsidiary of such Person; or

(3) any Person described in clause (a) above.

For the purposes of this definition, “control,” when used with respect to any Person, means the power to
direct the management and Policies of such Person, directly or indirectly, whether through the ownership of voting

Page 2 of 52
securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.

“Authentication Order” means a written request of an Authorized Officer of the Company substantially in
the form attached hereto as Exhibit A.

“Authorized Officer” means any officer of the Company who is identified on the list of Authorized
Officers, containing the specimen signature of each such Person, delivered by the Company to the Trustee on the
date hereof (as such list may be modified or supplemented from time to time thereafter and delivered to the Trustee;
provided, however, that, at any time, the list that has last been delivered to the Trustee may be considered by the
Trustee as in full force and effect until receipt by the Trustee of a modified or supplemented list).

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors,
or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or
relief of debtors.

“Borrower” means Trinity Power D1, LLC, a Texas limited liability company or its assigns.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in
the City of New York or the city in which the Corporate Trust Office of the Trustee is located, are authorized by
law, regulation or executive order to remain closed.

“Clearing Agency” shall initially be DTC, and shall thereafter be any such successor Person.

“Closing Date” means any date on which Notes are issued under this Indenture.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collateral” means, collectively, all of the Company’s right, title and interest in and to (a) the Policies and
all moneys and proceeds received thereon on and after the date hereof; (b) all documents and other items contained
in the Policy Files; (c) any Net Death Benefits or other proceeds with respect to the Policies; (d) the proceeds from
the sale of the Policies; (e) the Company’s rights and benefits, but none of its obligations, under the Transaction
Documents; (f) all funds on deposit from time to time in the Accounts and all investments therein and proceeds
thereof (including all earnings thereon), other than any funds held in the Excess Cash Account; (g) the Project
Loan; (h) the Discretionary Investments; and (i) all present and future claims, demands, causes of action in respect
of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds, products, 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.

“Commission” means the U.S. Securities and Exchange Commission.

“Company Order” means a written order or request signed in the name of the Company by any one of its
Authorized Officers and delivered to the Trustee.

“Corporate Trust Office” means the office of the Trustee located at One Wall Street New York, New
York 10286, Attention: Corporate Trust Administration, or such other address as to which the Trustee may give
notice to the Company.

“Custodial Agreement” means the Custodial Agreement as defined in the preamble, as the same may be
amended, supplemented or otherwise modified from time to time.

“Custodian” means the Person named as the “Custodian” in the preamble of this instrument until a
successor Custodian shall have become such pursuant to the applicable provisions of the Custodial Agreement, and
thereafter “Custodian” shall mean such successor Custodian.

Page 3 of 52
 “Debt” means, with respect to any Person on any date of determination (without duplication):

(c) the principal of and premium (if any) in respect of:

(1) debt of such Person for money borrowed; and

(2) debt evidenced by notes, debentures, or other similar instruments for the
payment of which such Person is responsible or liable;

(d) all capital lease obligations of such Person entered into by such Person;

(e) all obligations of such Person representing the deferred purchase price of property, all
conditional sale obligations of such Person and all obligations of such Person under any title retention agreement
(but excluding trade accounts payable arising in the ordinary course of business);

(f) all obligations of such Person for the reimbursement of any obligor on any letter of credit,
banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing
obligations (other than obligations described in (a) through (c) above) entered into in the ordinary course of business
of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such
drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for
reimbursement following payment on the letter of credit);

(g) all obligations of the type referred to in clauses (a) through (d) above of other Persons
and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable,
directly or indirectly, as obligor, guarantor or otherwise, including by means of any guarantee; and

(h) all obligations of the type referred to in clauses (a) through (e) above of other Persons
secured by any Lien on any property of such Person (whether or not such obligation is assumed by such Person).

The amount of Debt of any Person at any date shall be the outstanding balance, or the accreted value of
such Debt in the case of Debt issued with original issue discount, at such date of all unconditional obligations as
described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of
any contingent obligations at such date.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of
Default.

“Definitive Notes” has the meaning ascribed to such term in Section 2.07.

“Discretionary Investments” means any investments made by the Company meeting the Investment
Requirements and all of the proceeds and/or return thereon, which may be reinvested by the Company in additional
Discretionary Investments. All outstanding Discretionary Investments shall be liquidated, with such liquidated
amounts transferred by the Company to the Excess Funds Account at least ten (10) Business Days prior to the
Maturity Date.

“Distributed Excess Account Funds” shall have the meaning ascribed to such term in Section 7.05.

“DTC” means the Depository Trust Company, a New York corporation.

“Escrow Agent” means each Person named as a Policies Escrow Agent or Notes Escrow Agent in the
preamble of this instrument until a successor Escrow Agent shall have become such pursuant to the applicable
provisions of the applicable Escrow Agreement, and thereafter “Escrow Agent” shall mean such successor Escrow
Agent.

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 “Escrow Agreement” means each Escrow Agreement as defined in the preamble, as the same may be
amended, supplemented or otherwise modified from time to time.

“Euroclear” shall mean the use of the international clearing house for financial institutions which provides
multi-currency cash clearing and settlement for internationally traded securities.

“Event of Default” means any event specified in subsections (a) through (h) of Section 5.01.

“Excess Cash Account” has the meaning ascribed to such term in Section 7.05.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, as in effect from time to time.

“Fiscal Year” means the fiscal year ending December 31, or any other fiscal year designated from time to
time in writing by the Company to the Trustee.

“GAAP” means United States generally accepted accounting principles as in effect on the date hereof.

All ratios and computations based on GAAP contained in this Indenture will be computed in conformity
with GAAP.

“Global Note” has the meaning ascribed to such term in Section 2.07.

“Governmental Approval” means any authorization of or by, consent of, approval of, license from, ruling
of, permit from, tariff by, certification by, exemption from, filing with, variance from, claim of, order from,
judgment from, decree of, publication to or by, notice to, declaration of or with or registration by or with any
Governmental Authority, whether tacit or express.

“Governmental Authority” means any federal, state, national, provincial, municipal, local, territorial or
other government department, ministry (including local counterparts thereof), commission, board, agency,
regulatory authority, instrumentality, judicial or administrative body, domestic or foreign.

“Indenture” means this instrument as originally executed or, if amended as herein provided, as so
amended.

“Insurer” means the insurance carrier that has issued a Policy.

“Insured” means an individual natural person whose life is insured under a Policy, and whose death is a
condition precedent to the Insurer’s obligation to pay the benefits under such Policy to the Policy beneficiary or
beneficiaries.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Requirements” means Discretionary Investments undertaken by the Company (a) in good
faith, (b) after reasonable due diligence, and (b) solely for the benefit of the Company and the Noteholders.
Discretionary Investments shall still meet the Investment Requirements in the event such investments incur
reasonable fees and expenses associated with such investments, and the Company shall be allowed the right to pay
such reasonable fees and expenses associated with such Discretionary Investments.

“Lien” means, with respect to any property of any Person, any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever on or with respect to such property (including any
capital lease obligation, conditional sale or other title retention agreement having substantially the same economic
effect as any of the foregoing).

Page 5 of 52
 “Majority of the Outstanding Amount of the Notes” means more than fifty percent (50%) of the
aggregate Outstanding Amount of the Notes.

“Matured Policy” means a Policy in the Portfolio of Policies with respect to which (i) the death of the
Insured has occurred, and (ii) the Net Death Benefits with respect to such Policy has been paid into the Net Proceeds
Account.

“Maturity Date” means July 20, 2014.

“Material Adverse Effect” means a material adverse effect on (a) the property, business, operations,
financial condition, liabilities or capitalization of the Company, (b) the ability of any Person to perform its payment
obligations or any of its material obligations under any of the Transaction Documents to which such Person is a
party, (c) the validity or enforceability of any of the Transaction Documents, (d) the material rights and remedies of
the Trustee or the Custodian, under any of the Transaction Documents or (e) the timely payment of principal of any
of the Notes.

“Maximum Amount of Notes” means $1,800,000,000 in Notes.

“Monthly Payment Certificate” means the certificate from the Company delivered to the Trustee in
accordance with Section 7.04(a), substantially in the form attached hereto as Exhibit C, which shall include
disbursement instructions for payment to the Servicer of the aggregate Premiums payable in the next Premium
Payment Period and servicing fees for such period.

“Net Death Benefit” means the amount of the net death benefit payable (as determined in the Policy) to the
beneficiary thereof upon the death of the Insured (or payable upon the death of all Insureds if the Policy insures the
lives of two or more Insureds).

“Net Proceeds Account” has the meaning ascribed to such term in Section 7.04(d).

“Note Owner” means, with respect to the Global Note, the Person who is the owner of such Global Note,
as reflected on the books of the Clearing Agency, or on the books of the Person maintaining an account with such
Clearing Agency (directly as a Participant or as an indirect Participant, in each case in accordance with the rules of
such Clearing Agency).

“Notes” has the meaning set forth in the preamble.

“Noteholder” or “holder” or “Holder” as applied to any Note means any Person in whose name at the
time a particular Note is registered in the Note Register.

“Note Proceeds Account” has the meaning ascribed to such term in 7.02.

“Note Register” has the meaning ascribed to such term in Section 2.03(a).

“Offering Expenses” has the meaning ascribed to such term in Section 7.05.

“Officers’ Certificate” means a certificate, in form and substance satisfactory to the Trustee, signed by
two Authorized Officers of the Company and delivered to the Trustee.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered by
the Trustee under this Indenture, except:

(a) Notes theretofore canceled by the Registrar or delivered to the Registrar for cancellation;
and

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 (b) Notes in lieu of which, or in substitution for which, other Notes shall have been
authenticated and delivered pursuant to this Indenture;

provided, however, that the provisions of Section 11.04 shall apply to the determination of Notes Outstanding.

“Outstanding Amount” means the aggregate principal amount of all Notes Outstanding at the date of
determination.

“Participant” means, with respect to the Clearing Agency, a Person who has an account with the Clearing
Agency.

“Permitted Investments” means investment in money market mutual funds having a rating in the highest
investment category granted thereby from Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc.
or in one or more investments directed in writing by two (2) Authorized Officers of the Company.

“Person” means a corporation, an association, a partnership, a limited liability company, an individual, a

joint venture, a joint stock company, a trust, an unincorporated organization or a government or an agency or a
political subdivision thereof.

“Policy” means all right, title and interests (including, without limitation, beneficial interests held by trusts)
in Policies and any and all Policy benefits of previously issued and currently in-force life insurance Policies
purchased by the Company and included in the Portfolio of Policies.

“Policy Acquisition Account” has the meaning ascribed to such term in Section 7.03.

“Policy File” with respect to any Policy means all documents required by applicable state law to be
delivered or executed in connection with the purchase of a Policy, in each case in the form most recently approved
for use by the relevant regulatory authority in any state or jurisdiction that regulates the form or content thereof, and
otherwise in the form submitted to the Company.

“Portfolio of Policies” means the entire group of Policies purchased by the Company for the benefit of
Noteholders under this Indenture as set forth on the Schedule of Policies which will be assembled once the Policies
have been purchased following the closing, which in aggregate have death benefits of at least $2,200,000,000.

“Premium” means, with respect to any Policy, as indicated by the context, any past due premium with
respect thereto, or any scheduled premium including, if applicable, premiums or other payments in connection with
the conversion of such Policy from a term life Policy to a permanent life Policy.

“Premium Account Minimum” has the meaning ascribed to such term in Section 7.04.

“Pre-Closing WC” has the meaning ascribed to such term in Section 7.05(c).

“Premium Payment” means a disbursement to be made by the Trustee to the Servicer from the Premium
Reserve Account.

“Premium Payment Date” means the 15th day of each month, or, if any such date is not a Business Day,
the next preceding Business Day.

“Premium Payment Period” means, with respect to any Premium Payment Date, the period constituting
the immediately succeeding calendar month.

“Premium Reserve Account” has the meaning ascribed to such term in Section 7.04.

“Private Offering Memorandum” means the confidential private placement memorandum prepared by
the Company relating to the offering of the Notes.

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 “Project” means a waste-to-energy facility which is tentatively planned to be located in the Dallas, Texas,
Metro area.

“Project Loan” means a five year term loan at 9% interest in the total aggregate amount of the Project
Loan Funds, which the Company has the right to make to the Borrower pursuant to a Non-Binding Letter of Intent
which the Company entered into with Borrower on or around March 20, 2009 in order to enable the Borrower to
finance the cost of acquisition, construction and equipping of the Project.

“Project Loan Account” has the meaning ascribed to such term in Section 7.06.

“Project Loan Funds” shall mean an amount up to $800,000,000.

“Registrar” shall have the meaning ascribed to such term in Section 2.03(a).

“Repayment Amount” means, with respect to any Note, the original face value of such Note.

“Required Closing Date” shall have the meaning ascribed to such time in Section 10.06.

“Required Noteholders” or “Required Holders” means, at any time, Holders of a Majority of the
Outstanding Amount of the Notes.

“Responsible Officer” means any officer in the Corporate Trust Office of the Trustee authorized to act for
and on behalf of the Trustee and having direct responsibility for the administration of this Indenture.

“Servicer” means the Person named as “Servicer” in the preamble not in its individual capacity, but solely
in its capacity as a Servicer hereunder until a Successor Servicer shall have become appointed pursuant to the
provisions of the Servicing Agreement, and thereafter “Servicer” shall mean such successor Servicer.

“Schedule of Policies” a schedule of all Policies in the Portfolio, as such schedule may be amended from
time to time in accordance with the terms hereof, indicating, for each Policy listed in the schedule, the Policy
number assigned by the Insurer, the Insurer, the Insured, the face amount of the Policy, with a Schedule of
Premiums which will be assembled and delivered to the Trustee once the Policies have been purchased following the
closing(s).

“Schedule of Premiums” a schedule attached to the Schedule of Policies setting forth with respect to each
Policy in the Portfolio, each Premium due from the Closing Date until the Maturity Date, the Premium due date, the
Premium amount and the address where Premium payments are to be sent.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, as in effect from time to time.

“Successor Servicer” has the meaning ascribed to such term in Section 4.06(d).

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or
withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied,
collected, withheld or assessed.

“Tax Original Issue Discount” means the amount of ordinary interest income on a Note that must be
accrued as original issue discount for U.S. federal income tax purposes.

“Transaction Document” means any and all of this Indenture, the Notes, each Escrow Agreement, the
Servicing Agreement, the Custodial Agreement and any and all agreements ancillary thereto as the context may so
require.

Page 8 of 52
 “Triggering Date” means the date that (a) the Maximum Amount of Notes has been sold; (b) Policies have
been purchased by the Trustee with aggregate net death benefits payable, equal at a minimum to, the Maximum
Amount of the Notes; and (c) written notice has been received by the Trustee, from an Authorized Officer as to the
Company’s finalization and execution of documents evidencing the Project Loan (as such terms are amended or
revised from time to time with written notice to the Trustee from the Company).

“Trustee” means The Bank of New York Mellon Corporation, not in its individual capacity, but solely in
its capacity as trustee hereunder, until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“Trustee Accounts” has the meaning ascribed to such term in Section 10.06.

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the
relevant jurisdiction, as amended from time to time.

“U.S.” means the United States of America.

“Working Capital Funds” shall have the meaning ascribed to such term in Section 7.05.

Section 1.02 Rules of Construction.

Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined herein has the meaning assigned to it
in accordance with GAAP;

(iii) “or” is not exclusive;

(iv) words in the singular include the plural, and in the plural include the singular;

(v) all references in this instrument to “Articles,” “Sections” and other subdivisions
are to the designated Articles, Sections and subdivisions of this instrument as originally executed;

(vi) the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(vii) “including” means “including without limitation”;

(viii) provisions apply to successive events and transactions;

(ix) “$” means the lawful currency of the United States of America; and

(x) references to sections of or rules under the Securities Act or the Exchange Act
shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from
time to time thereunder.

ARTICLE II
ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.01 Designation and Form of the Notes. The Notes shall be designated as “Senior Discount
Notes.” The Notes, together with the Trustee’s certificate of authentication, shall be in substantially the forms set
forth in Exhibit B, with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or

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endorsements placed thereon as may, consistently herewith, be determined by an Authorized Officer of the
Company executing such Notes, as evidenced by his or her execution of the Notes. Any portion of the text of any
Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The terms of the Notes set forth in Exhibit B, respectively, are part of the terms of this Indenture, as
applicable.

Section 2.02 Execution, Authentication and Delivery. The Notes shall be executed on behalf of the
Company by (a) any Authorized Officer, or (b) an authorized officer of the Registrar. The signature of any
Authorized Officer or any authorized officer of the Registrar on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of
the Company or authorized officers of the Registrar shall be binding on the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or
did not hold such offices at the date of such Notes.

On each Closing Date, the Company shall deliver Notes to the Trustee for authentication; and the Trustee
shall, upon receipt of an Authentication Order, authenticate and deliver such Notes to the Registrar as provided in
such Authentication Order for original issue in an aggregate principal face amount of up to One Billion Eight
Hundred Million Dollars ($1,800,000,000) as directed in each Authentication Order. The Outstanding Amount of
the Notes at any time may not exceed such amount. The Trustee and/or the Registrar shall be entitled to rely upon
such and any future Authentication Order as authority to so authenticate and deliver the Notes in accordance with
the terms thereof without further inquiry of any Person, and the Trustee and/or the Registrar shall have no duty to
verify whether investors are purchasing the Notes in compliance with the Securities Act, applicable state securities
laws, the provisions of the Indenture or other applicable law.

Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in
denominations of one hundred million dollars ($100,000,000) in principal face amount provided that the Company
may, in its sole discretion, accept payment for and issue fractional Notes.

No Note shall be entitled to any benefit under this Indenture or be valid for any purpose, unless there
appears on such Note a certificate of authentication substantially in the form provided for herein executed by the
Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.03 Registration; Registration of Transfer and Exchange; Transfer Restrictions.

(a) The Company shall cause to be kept a register (the “Note Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and the
registration of transfers and exchanges of Notes. The initial “Registrar” for the purpose of registering Notes and
transfers and exchanges of Notes as herein provided shall be Computershare Trust Company, N.A. and its wholly-
owned subsidiary, Computershare Inc. Upon any resignation of any Registrar, the Company shall promptly appoint
a successor or, if it elects not to make such an appointment, assume the duties of Registrar.

If a Person other than the Registrar set forth above is appointed by the Company as Registrar, the Company
will give the Trustee prompt written notice of the appointment of such Registrar and of the location, and any change
in the location, of the Note Register, and the Trustee shall have the right to inspect the Note Register at all
reasonable times and to obtain copies thereof, and the Trustee shall have the right to request and rely upon a
certificate executed on behalf of the Registrar by an authorized officer thereof as to the names and addresses of the
Holders of the Notes and the principal amounts and number of such Notes.

Upon surrender for registration of transfer of any Note at such office as the Registrar may designate for
such purpose, if the requirements of Section 8-401 of the UCC are met as determined by the Company, the
Company shall execute, and upon receipt of an Authentication Order the Trustee shall authenticate and deliver, in

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the name of the designated transferee or transferees, one or more new Notes (provided to the Trustee by the
Company) in any authorized denominations, of a like aggregate principal amount.

At the option of the Holder, Notes may be exchanged for other Notes in any authorized denominations, of a
like aggregate principal amount, upon surrender to the Registrar of the Notes to be exchanged at such office.
Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met as
determined by the Company, the Company shall execute, and upon receipt of an Authentication Order the Trustee
shall authenticate and deliver, the Notes (provided to the Trustee by the Company) which the Noteholder making the
exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or
be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder
thereof or such Holder’s attorney duly authorized in writing, and such other documents as the Registrar may require.

No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the
Company and the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
or expense that may be imposed in connection with any registration of transfer or exchange of Notes.

The preceding provisions of this section notwithstanding, the Company shall not be required to make, and
the Registrar need not register, transfers or exchanges of Notes for a period of twenty (20) days preceding the
Maturity Date.

(b) The Notes have not been registered under the Securities Act or any state securities law. None of
the Company, the Registrar or the Trustee is obligated to register the Notes under the Securities Act or any other
securities or “Blue Sky” laws or to take any other action not otherwise expressly required to be performed by it as
specified in this Indenture to permit the transfer of any Note without registration. Neither the Registrar nor the
Trustee shall be responsible for ascertaining whether any transfer of a Note complies with, or for otherwise
monitoring or determining in connection with any such transfer compliance with, the requirements or terms of the
Securities Act, applicable state securities laws, the provisions of the Indenture or other applicable law.

(c) Each Note Owner, by its acceptance thereof, will be deemed to have acknowledged, represented to
and agreed with the Company:

(i) It understands that the Notes have not been and will not be registered under the
Securities Act or any state or other applicable securities law and that the Notes, or any interest or participation
therein, may not be offered, sold, pledged or otherwise transferred unless registered pursuant to, or exempt from
registration under, the Securities Act and any state or other applicable securities law.

(ii) It acknowledges that none of the Company or any person representing the
Company has made any representation to it with respect to the Company or the offering or sale of any Notes, other
than the information contained in the Private Offering Memorandum, which has been delivered to it and upon which
it is relying in making its investment decision with respect to the Notes. It has had access to such financial and other
information concerning the Company and the Notes as it has deemed necessary in connection with its decision to
purchase the Notes.

(iii) It acknowledges that the Notes will bear a legend to the following effect unless
the Company determines otherwise, consistent with applicable law:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE OR FOREIGN SECURITIES LAW. THE NOTE OFFERING WAS MADE (i)

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 OUTSIDE OF THE UNITED STATES PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER REGULATION S (“REGULATION S”) PROMULGATED
UNDER THE SECURITIES ACT (ii) AND INSIDE THE UNITED STATES TO PERSONS
WHO ARE “QUALIFIED INSTITUTIONAL BUYERS” OR ‘‘ACCREDITED
INVESTORS” PURSUANT TO RULE 144A, RULE 501a, AND RULE 506 OF
REGULATION D PROMULGATED UNDER THE ACT.

THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THE SECURITIES

MAY ONLY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED:

(A) IN THE UNITED STATES, (1) PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IN A
GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT, OR (2) IF SOLD PURSUANT TO, AND IN
ACCORDANCE WITH, RULE 144 OR RULE 144A UNDER THE ACT; OR

(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF

REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE LOCAL LAWS AND REGULATIONS.

(iv) If it is acquiring any Note, or any interest or participation therein, as a fiduciary

or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to such
account and that it has full power to make the acknowledgments, representations and agreements contained herein
on behalf of each such account.

(v) It is purchasing the Notes for its own account, or for one or more investor
accounts for which it is acting as fiduciary or agent, in each case for investment, and not with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the Securities Act.

(vi) It acknowledges that the Company and others will rely on the truth and accuracy
of the foregoing acknowledgments, representations and agreements, and agrees that if any of the foregoing
acknowledgments, representations and agreements deemed to have been made by it are no longer accurate, it shall
promptly notify the Company.

(vii) It acknowledges that transfers of the Notes or any interest or participation

therein shall otherwise be subject in all respects to the restrictions applicable thereto contained in this Indenture.

Any transfer, resale, pledge or other transfer of the Notes contrary to the restrictions set forth above and in
this Indenture shall be deemed void ab initio.

Notwithstanding anything to the contrary contained herein, each Note and this Indenture may be amended
or supplemented to modify the restrictions on and procedures for resale and other transfers of the Notes to reflect
any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or
transfer of restricted securities generally. Each Noteholder shall, by its acceptance of such Note, have agreed to any
such amendment or supplement.

Section 2.04 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to
the Registrar, or the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) in the case of a destroyed, lost or stolen Note, there is delivered to the Registrar such security or indemnity as
may be required by it to hold the Company and the Registrar harmless, then, in the absence of notice to the
Company, the Registrar or the Trustee that such Note has been acquired by a protected purchaser, and provided the
requirements of Section 8-405 of the UCC are met as determined by the Company, the Company shall execute and
upon receipt of an Authentication Order, the Trustee or the Registrar shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any
such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within twenty (20) days shall be

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due and payable, instead of issuing a replacement Note, the Company may pay such destroyed, lost or stolen Note
when so due or payable or upon the Maturity Date without surrender thereof. If, after the delivery of such
replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a
protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment
such original Note, the Company and the Trustee or the Registrar shall be entitled to recover such replacement Note
(or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser,
and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage,
claim, liability, cost or expense incurred by the Company or the Trustee or the Registrar, their agents and/or counsel,
in connection therewith.

Upon the issuance of any replacement Note under this Section 2.04, the Company, the Trustee or the
Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees
and expenses of the Trustee, its agents and/or counsel) connected therewith.

Except as set forth in the first paragraph of this Section 2.04, every replacement Note issued pursuant to
this Section 2.04 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall
be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.04 are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.05 Persons Deemed Owner. Prior to due presentment for registration of transfer of any
Note, the Company, the Trustee, the Registrar and any agent of the Company, Trustee or the Registrar may treat the
Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of such Note and for all other purposes whatsoever, whether or not such Note is
overdue, and none of the Company, the Trustee, the Registrar or any agent of the Company, the Trustee or the
Registrar shall be affected by notice to the contrary.

Section 2.06 Cancellation. All Notes surrendered for payment, registration of transfer or exchange
shall, if surrendered to any Person other than the Registrar, be delivered to the Registrar and shall, following its
receipt thereof, be promptly cancelled by the Registrar. The Company may at any time deliver to the Registrar for
cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Notes so delivered shall, following its receipt thereof, be promptly canceled by the
Registrar. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this
Section 2.06, except as expressly permitted by this Indenture. All cancelled Notes shall be returned to the Company.

Section 2.07 Global Note. The Notes, upon original issuance, will be issued in global form as a single
Note in fully registered form, without interest coupons (the “Global Note”), authenticated and delivered in
substantially the form attached hereto as Exhibit B. Such Note shall be delivered to the DTC, the initial Clearing
Agency, by, or on behalf of, the Company and shall initially be registered on the Note Register in the name of Cede
& Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a Definitive Note representing
such Note Owner’s interest in such Note, except as provided in Section 2.10. Unless and until definitive, fully
registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.10:

(a) the provisions of this Section 2.07 shall be in full force and effect;

(b) the Registrar and the Trustee shall be entitled to deal with the Clearing Agency for all
purposes of this Indenture (including the payment of principal of the Notes and the giving of instructions or
directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners;

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 (c) to the extent that the provisions of this Section 2.07 conflict with any other provisions of
this Indenture, the provisions of this Section 2.07 shall control;

(d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall
be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or
the Participants. Unless and until Definitive Notes are issued pursuant to Section 2.10, the initial Clearing Agency
will make book-entry transfers among the Participants and receive and transmit payment of principal on the Notes to
such Participants;

(e) whenever this Indenture requires or permits actions to be taken based upon instructions or
directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the
Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to
such effect from Note Owners and/or Participants owning or representing, respectively, such required percentage of
the beneficial interest in the Notes and has delivered such instructions to the Trustee or the Registrar; and

(f) the Notes may not be transferred as a whole except (a) by the Clearing Agency to a
nominee of the Clearing Agency, or (b) by a nominee of the Clearing Agency to the Clearing Agency or another
nominee of the Clearing Agency, or (c) by the Clearing Agency or any such nominee to a successor Clearing
Agency or a nominee of such successor Clearing Agency.

Section 2.08 Notices to Clearing Agency.

(a) Whenever a notice or other communication to the Holders of the Notes is required under
this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.10, the
Registrar shall give all such notices and communications specified herein to be given to Holders of the Notes to the
Clearing Agency, and shall have no obligation to the Note Owners.

(b) The Registrar shall have no responsibility or obligation to any Participant or any other
Person with respect to the accuracy of the books or records, or the acts or omissions, of the Clearing Agency or its
nominee or of any Participant or member thereof, with respect to any ownership interest in the Notes or with respect
to the delivery to any other Person (other than the Clearing Agency) of any notice (including any notice of
redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to
be given to the Noteholder and all payments to be made to Noteholders under the Notes shall be given or made only
to or upon the order of the registered Noteholders (which shall be the Clearing Agency or its nominee in the case of
a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Clearing
Agency subject to the customary procedures of the Clearing Agency. The Registrar may rely and shall be fully
protected in relying upon information furnished by the Clearing Agency with respect to its Participants.

Section 2.09 Restrictions on Transfer.

The Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any
interest in any Note (including any transfers between or among Participants) other than to require delivery to it of
such certificates and other documentation or evidence as are expressly required to be delivered to it, and to do so if
and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.

Section 2.10 Definitive Notes. If (i) the Company advises the Registrar in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the
Company is unable to locate a qualified successor, or (ii) the Company at its option advises the Registrar in writing
that it elects to terminate the book-entry system through the Clearing Agency, or (iii) after the occurrence of an
Event of Default, then the Clearing Agency shall notify all Note Owners and the Registrar of the occurrence of any
such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the
Trustee or the Registrar of the typewritten Note or Notes representing the Global Note by the Clearing Agency,
accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate the

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Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Company, the Registrar or
the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive Notes to the Note Owners, the Registrar
shall recognize the Holders of such Definitive Notes as Noteholders.

Section 2.11 CUSIP and ISIN Numbers. The Company in issuing the Notes may use CUSIP and ISIN
numbers (if then generally in use), and, if so, the Trustee and Registrar shall use CUSIP and ISIN numbers in notices
of redemption as a convenience to Noteholders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any
such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee and the Registrar of any change in the CUSIP or ISIN numbers.

Section 2.12 Company’s Obligations Absolute. Nothing contained in this Indenture shall impair, as
between the Company and the Trustee, the obligation of the Company to pay to the Trustee for the benefit of the
Noteholders all amounts payable in respect of the Notes as and when the same shall become due and payable in
accordance with the terms hereof, or prevent the Trustee from exercising all rights, powers and remedies otherwise
permitted by this Indenture and by applicable law under this Indenture.

ARTICLE III
PAYMENT OF NOTES

Section 3.01 Notes Payable on Maturity Date. On the Maturity Date, principal of the Notes shall be
paid to the Noteholders in an amount equal to the Repayment Amount and no interest shall accrue on the Notes or
on the Repayment Amount.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

Section 4.01 Payment of Principal. The Company covenants and agrees that it will duly and
punctually pay or cause to be paid the principal of each of the Notes in accordance with their terms and this
Indenture and will comply with all the other terms, agreements and conditions contained in, or made in this
Indenture for the benefit of the Notes.

Section 4.02 Maintenance of Office or Agency. The Company will maintain an office or agency
where the Notes may be surrendered for registration of transfer or exchange, where Notes may be presented for
payment and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be
served, which agency shall initially be the location of the Registrar. The Company will give prompt written notice
to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the
Company will fail to maintain such office or agency or will fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and
demands. The Company hereby initially designates the Registrar as such office or agency of the Company for each
of the aforesaid purposes.

The Company may also from time to time designate co-registrars and one or more offices or agencies
where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind
such designations. The Company will give prompt written notice of any such designation or rescission and of any
change in the location of any such other office or agency.

The Registrar agrees to mail, or cause to be mailed, the notices set forth in Section 6.06(a) and Section
5.08. If co-registrars have been appointed in accordance with this Section, the Registrar shall mail such notices only
to the Company and the holders of Notes it can identify from its records.

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 Section 4.03 Provisions as to Servicer. The Company will cause the Servicer to execute and deliver an
instrument in which the Servicer shall agree, subject to the provisions of this Section:

(a) that it will hold all sums held by it for any Premium with respect to a Policy, in
trust for the benefit of the Company;

(b) that it will, to the extent of its knowledge of any such event, give the Trustee and
the Company notice of any failure to make any payment of Premium with respect to any of the Policies when the
same shall be due and payable;

(c) that at any time during the continuance of an Event of Default, upon request of
the Trustee, it will forthwith pay to the Trustee all sums so held in trust;

(d) immediately resign as Servicer and forthwith pay to the Trustee all sums held by
it in trust with respect to the Policies, if at any time it breaches (after the expiration of a thirty (30) day notice and
cure period) any of its duties to the Company under the Servicing Agreement to which it is a party or it ceases to
meet the standard required to be met by it at the time of its appointment, including, without limitation, its obligation
to maintain its Errors and Omissions Insurance; and

(e) that it will comply with the terms and conditions of Section 10.06 hereof.

The Company shall, on or before the 15th day of each month prior to any date upon which a Premium is due
for the succeeding month on any Policy, cause to be on deposit with the Trustee a sum (in funds which are
immediately available on the due date for such Premium) sufficient to pay such Premium and the Trustee will
promptly notify the Company and the Servicer in writing of any failure to take such action.

The Trustee shall not be responsible for the actions or inactions of the Servicer and shall have no control of
any funds held by the Servicer. Likewise, the Servicer will not be responsible for any actions or inactions of the
Company or the Trustee and shall have no control of any funds held by the Company or the Trustee.

(f) The duties and obligations of the Servicer shall be determined solely by the
express provisions of the Servicing Agreement, and the Servicer shall not be liable except for the performance of
such duties and obligations as are specifically set forth in the Servicing Agreement and no implied covenants, duties
or obligations shall be read into this Indenture against the Servicer. The Servicer will have no liability under the
Servicing Agreement, except for its own gross negligence or willful misconduct. Excluding the Servicing
Agreement, the Servicer makes no representations as to the validity or sufficiency of the Transaction Documents.

Section 4.04 Existence. The Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its legal existence.

Section 4.05 Further Instruments and Acts. The Company will execute and deliver such further
instruments and take all actions necessary, including, without limitation, preparing, authorizing, executing,
delivering and filing all such supplements and amendments hereto and all such financing statements, continuation
statements and other amendments to financing statements, instrument of further assurance and other instruments, if
applicable, and will take such other action necessary or proper to carry out more effectively the purpose of this
Indenture and to:

(a) maintain or preserve the Lien (and the priority thereof) on the Collateral created by this
Indenture for the benefit of the Noteholders;

(b) perfect, maintain the perfection, publish notice, or protect the validity of any Lien created
by this Indenture;

(c) enforce the Lien created by this Indenture on any of the Collateral; or

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 (d) preserve and defend title to any of the Collateral and the rights of the Trustee and the
Noteholders in such Collateral against the claims of all other Persons.

Section 4.06 Performance of Obligations; Servicing of Policies.

(a) The Company will not take any action, and will use its best efforts not to permit any
action to be taken by others, that would release any Person from any material covenants or obligations under any
instrument or agreement included in the Collateral or that would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or
agreement, except as expressly provided in this Indenture or such other instrument or agreement. The Company
may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of
such duties by a Person identified to the Trustee in an Officers’ Certificate shall satisfy the Company’s obligation to
perform such duties.

(b) The Company will perform and observe all of its material obligations and agreements
contained in the Transaction Documents and in the instruments and agreements included in the Collateral, including,
but not limited to, filing or causing to be filed all UCC financing statements, amendments thereto, and continuation
statements required to be filed by the terms of this Indenture in accordance with and within the time periods
provided for herein. Except as otherwise expressly provided herein, the Company shall not waive, amend, modify,
supplement or terminate any Transaction Document or any provision thereof without the consent of the Required
Holders.

(c) If the Company shall know of a default by the Servicer, the Company shall promptly
notify the Trustee thereof, and shall specify in such notice the action, if any, the Company is taking with respect to
such default. If such default shall arise from the failure of the Servicer to perform any of its duties or obligations
with respect to the Collateral, the Company shall take all reasonable steps available to it to remedy such failure.

(d) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing
Agreement, the Company shall promptly notify the Trustee thereof. As soon as a successor servicer (a “Successor
Servicer”) is appointed, the Company shall notify the Trustee in writing of such appointment, specifying in such
notice the name and address of such successor.

(e) Without limiting the rights of the Trustee hereunder, the Company agrees that it will not,
without the prior written consent of the Trustee acting at the written direction of the Required Holders, amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement,
termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise permitted pursuant to
the terms of the Indenture), or waive timely performance or observance by the Servicer under any Transaction
Documents; provided, however, that no such amendment shall reduce the aforesaid percentage of the Notes which
are required to consent to any such amendment, without the consent of the holders of all the Outstanding Notes. If
the Trustee acting at the direction of such Holders agrees to any such amendment, modification, supplement,
termination, waiver or surrender, the Company agrees to execute and deliver, in its own name and at its own
expense, such agreements, instruments, consents and other documents as the Company may reasonably deem
necessary or appropriate under the circumstances.

Section 4.07 Negative Covenants. Except as expressly permitted by this Indenture or any Transaction
Document, so long as any Notes are Outstanding, the Company shall not:

(a) sell, transfer, exchange or otherwise dispose of any of the Collateral, unless directed to do
so by the Trustee at the direction of the Required Holders (it being understood and agreed that the Company intends
to sell each Policy prior to the Maturity Date and the Company shall transfer the net sale proceeds from each such
Policy to the Net Proceeds Account to be held as collateral for the benefit of the Noteholders); and the Company
intends to invest the proceeds in the Excess Cash Account (as described in Section 7.05); and the Company shall not
be required to obtain the consent of the Required Holders for either of such actions;

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 (b) claim any credit on, or make any deduction from the principal payable in respect of, the
Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert
any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon
any part of the Collateral;

(c) voluntarily dissolve or liquidate in whole or in part; or

(d) (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the Lien
created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person
to be released from any covenants or obligations with respect to the Notes under this Indenture, except as may be
expressly permitted hereby, (ii) permit any Lien (other than the Lien created by this Indenture) to be created on or
extend to or otherwise arise upon the Collateral or any part thereof or any interest therein or the proceeds thereof or
(iii) permit the Lien created by this Indenture not to constitute a valid first priority perfected security interest in the
Collateral.

Section 4.08 Compliance with Laws. The Company will comply with the requirements of all
applicable laws, the noncompliance with which would, individually or in the aggregate, have a Material Adverse
Effect on the Company.

Section 4.09 Stay, Extension and Usury Laws. The Company covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from
making any payment on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Indenture and the Company (to the extent it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by
resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted.

Section 4.10 Payments for Consent. The Company shall not, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fee or otherwise, to or for the benefit of any Holder for or as an
inducement for any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all holders of the Notes.

Section 4.11 Impairment of Security Interest. The Company shall not take or omit to take any action
that might materially impair the Lien created by this Indenture on the Collateral for the benefit of the Trustee and the
holders of the Notes, and the Company shall not grant to any Person, other than to the Custodian, for the benefit of
the Trustee and the holders of the Notes, or to the Trustee for the benefit of the holders of the Notes, any interest
whatsoever in any of the Policies or the Collateral; provided, however, that the Company shall be permitted to (a)
sell the Policies as contemplated by the Private Offering Memorandum provided that the net proceeds of such sales
are transferred to the Net Proceeds Account to be held in trust for the benefit of the Noteholders; (b) invest or
otherwise loan the funds from the Excess Account; and (c) make and loan funds in connection with the Project
Loan.

Section 4.12 Errors and Omissions Insurance. The Company shall cause the (a) Servicer to maintain
errors and omissions insurance in accordance with the provisions of the Servicing Agreement and (b) the Trustee to
maintain errors and omissions insurance as mutually agreed between the Company and Trustee.

Section 4.13 Government Approvals and Licenses; Compliance with Law. The Company shall (a)
obtain and maintain in full force and effect all Governmental Approvals necessary to engage in its business as
presently contemplated, except for those which the failure to obtain would not have a Material Adverse Effect on the
Company, (b) preserve and maintain good and valid title to its properties and assets free and clear of any Liens
(other than those contemplated by the Transaction Documents) and (c) comply with all laws, regulations, orders,
judgments and decrees of any Governmental Authority, except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect on the Company.

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 Section 4.14 Notes to Rank Senior. The Notes are senior secured debt obligations of the Company and
rank pari passu in right of payment with all existing and future debt of the Company that is not subordinated to the
Notes and rank senior in right of payment to any future subordinated debt of the Company. As of the date of this
Indenture, the Company has no Debt and is not permitted to incur or guarantee any Debt without the consent of the
Required Holders.

Section 4.15 Compliance Certificates and Notices of Default. The Company shall deliver to the
Trustee prompt written notice of each Event of Default hereunder and, immediately after obtaining knowledge of
any of the following occurrences, written notice of each default (a) on the part of the Servicer of its obligations
under the Servicing Agreement, and (b) on the part of the Custodian under the Custodial Agreement in the event that
the Custodian shall not be Asset Servicing Group.

Any notice required to be given under this Section shall be delivered to a Responsible Officer of the Trustee at its
Corporate Trust Office.

Section 4.16 Calculation of Tax Original Issue Discount. The Company shall file with the Trustee,
solely for purposes of making such information available to the holders upon request, promptly at the end of each
calendar year (a) a written notice specifying the amount of Tax Original Issue Discount (including daily rates and
accrual periods) accrued on outstanding Notes as of the end of such year and (b) such other specific information
relating to such Tax Original Issue Discount as may then be required under the Code, or the Treasury regulations
promulgated thereunder.

Section 4.17 No Borrowing. So long as the Notes shall be Outstanding, the Company shall not,
without the prior written consent of the Required Holders, issue, incur, assume, guarantee or otherwise become
liable, directly or indirectly, for any Debt, except as otherwise provided in the Transaction Documents.

Section 4.18 Restricted Payments. The Company will not, directly or indirectly, make payments to or
distributions from the Accounts, except in accordance with the terms of this Indenture and/or the other Transaction
Documents.

Section 4.19 Removal of Servicer. So long as any Notes are Outstanding, the Company shall not
remove the Servicer, unless a Successor Servicer is appointed effective upon such removal.

Section 4.20 Books and Records; Audits; Reports; Fiscal Year.

(a) The Company shall maintain and implement administrative and operating
procedures reasonably necessary for the performance of its obligations hereunder and the Company shall keep and
maintain at all times all documents, books, records, accounts and other information reasonably necessary or
advisable for the performance of its obligations hereunder.

(b) The Company will provide to the Trustee and each Noteholder on request within
90 calendar days after the close of each Fiscal Year (commencing in the first fiscal year in which any Notes are
outstanding), financial statements, including a balance sheet and the related statements of income and retained
earnings and changes in financial position, of the Company.

Section 4.21 Merger, Consolidation and Sale of Assets by Company The Company shall not
consolidate or merge with or into any other Person or convey or transfer substantially all of its properties and assets
to any Person unless:

(i) the Person (if other than the Company) formed by or surviving such
consolidation or merger or the Person which acquires the properties and assets of the Company (1) shall not be an
“investment company” as defined in the Investment Company Act and (2) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee and the
Required Holders, the due and punctual payment of the principal of all Notes and the performance or observance of
every agreement and covenant of this Indenture on the part of the Company to be performed or observed, all as

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provided herein and (3) expressly agrees to indemnify, defend and hold harmless the Company and the Trustee
against and from any loss, liability or expense arising under or related to this Indenture and the Notes;

(ii) immediately after giving effect to such transaction, no Default or Event of

Default shall have occurred and be continuing;

(iii) all actions that are reasonably necessary to maintain in effect the Lien created by
this Indenture and the perfection thereof shall have been taken; and

(iv) the Company shall have delivered to the Trustee an Officers’ Certificate stating
that such consolidation or merger and such supplemental indenture comply with this ARTICLE IV and that all
conditions precedent herein provided for relating to such transaction have been complied with.

Section 4.22 Successor or Transferee. Upon any consolidation or merger, or any conveyance or
transfer of the properties and assets of the Company in accordance with Section 4.21 hereof, the Person formed by
or surviving such consolidation or merger (if other than the Company) or the Person to which such conveyance or
transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such Person had been named as the Company herein. In the event of
any such conveyance or transfer, the Person named as the Company in the first paragraph of this Indenture or any
successor which shall theretofore have become such in the manner prescribed in this Section 4.22 shall be released
from its obligations under this Indenture as issued immediately upon the effectiveness of such conveyance or
transfer, provided that the Company shall not be released from any obligations or liabilities to the Trustee or the
Noteholders arising prior to such effectiveness.

Section 4.23 Use of Proceeds. The Company shall use the proceeds of the Notes solely for the
purposes set forth in the Private Offering Memorandum.

ARTICLE V
REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

Section 5.01 Events of Default. In case one or more of the following “Events of Default” (whatever
the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body) shall have occurred and be continuing:

(a) default in any payment with respect to the Notes as and when the same shall become due
and payable at maturity, by acceleration or otherwise;

(b) failure on the part of the Company to observe or perform any other covenants or
agreements on the part of the Company in the Notes or in this Indenture (other than a covenant or agreement a
default in whose performance or whose breach is elsewhere in this Section specifically dealt with) that continues for
a period of thirty (30) days after the date on which written notice of such failure, requiring the Company to remedy
the same, shall have been given to the Company and a Responsible Officer of the Trustee by the Required
Noteholders;

(c) the Company pursuant to or within the meaning of any Bankruptcy Law:

(i) commences a voluntary case or gives notice of intention to make a

proposal under any Bankruptcy Law;

(ii) consents to the entry of an order for relief against it in an involuntary

case or consents to its dissolution or winding up;

(iii) consents to the appointment of a receiver, interim receiver, receiver and

manager, liquidator, trustee or custodian of it or for all or substantially all of its property;

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 (iv) makes a general assignment for the benefit of its creditors;

(v) admits in writing its inability to pay its debts as they become due or
otherwise admits its insolvency; or

(d) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law
that:

(i) is for relief against the Company in an involuntary case;

(ii) appoints a receiver, interim receiver, receiver and manager, liquidator, trustee or
custodian of the Company, for all or substantially all of the property of the Company; or

(iii) orders the liquidation of the Company;

and such order or decree remains unstayed and in effect for 60 consecutive days;

(e) a default under any Debt by the Company that results in acceleration of the maturity of
such Debt, or failure to pay any such Debt when due, in an aggregate amount greater than $77.5 million or its
foreign currency equivalent at the time;

(f) any final non-appealable judgment or judgments for the payment of money in an
aggregate amount in excess of $50.0 million (or its foreign currency equivalent at the time) that shall be rendered
against the Company;

(g) the Lien on the Collateral created by this Indenture shall, at any time, cease to be in full
force and effect for any reason other than the satisfaction in full of all obligations under the Indenture and discharge
of the Indenture or any security interest created hereunder shall be declared invalid or unenforceable and such
default has continued for a period of ninety (90) days after the occurrence thereof;

(h) the balance of funds in the Premium Reserve Account does not total, at a minimum, the
Premium Account Minimum, as determined by the Servicer from time to time in writing to the Trustee, and such
balance is not increased to a minimum of the Premium Account Minimum for a period of thirty (30) days after the
date on which written notice of such failure, requiring the Company to remedy the same, shall have been given to
the Company by the Trustee; and

(i) any material term in the Indenture, the Notes or any of the Transaction Document shall be
declared by any Governmental Authority to be illegal or unenforceable.

then, and in each and every such case (other than an Event of Default specified in Section 5.01(c) or Section
5.01(d)), unless the principal of all of the Notes shall have already become due and payable, either the Trustee (at
the direction of the Required Noteholders) or the Required Noteholders, by notice in writing to the Company (and to
the Trustee if given by the Required Noteholders), may declare the principal of all the Notes to be due and payable
immediately, and upon any such declaration the same shall become and shall be immediately due and payable,
notwithstanding anything contained in this Indenture or in the Notes to the contrary.

If an Event of Default specified in Section 5.01(c) or Section 5.01(d) occurs, the principal of all the Notes
shall be immediately and automatically due and payable without any declaration or other act on the part of the
Trustee or the holders of the Notes.

If an Event of Default occurs and is continuing, the Trustee may use funds in the Net Proceeds Account or
any of the other Trustee Accounts to pay premiums on the Policies in its sole and absolute discretion.

This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall
have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall

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have been obtained or entered (i) the Company shall pay or shall deposit with the Trustee a sum sufficient to pay the
entirety of the principal of any and all Notes (which shall have become due otherwise than by acceleration and
amounts due to the Trustee); or (ii) if any and all defaults under this Indenture, other than the nonpayment of
principal on Notes which shall have become due by acceleration, shall have been cured or waived, then and in every
such case the Required Noteholders, by written notice to the Company and to the Trustee, may waive all Defaults or
Events of Default and rescind and annul such declaration and its consequences; but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right
consequent thereon.

The Company shall notify in writing a Responsible Officer of the Trustee, promptly upon becoming aware
thereof, of any Event of Default.

If the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall
have been discontinued or abandoned because of such waiver or rescission and annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case the Company, the Noteholders, and
the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and
powers of the Company, the Noteholders and the Trustee shall continue as though no such proceeding had been
taken.

Section 5.02 Payments of Notes on Default; Suit Therefor. The Company covenants that if default is
made in the payment of the principal of any of the Notes, as and when the same shall have become due and payable,
at maturity of the Notes, by or under this Indenture by declaration or otherwise, then, on demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of the Notes, the whole amount that then shall have
become due and payable on all such Notes for principal and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee, the
Custodian, the Registrar and the Notes Escrow Agent, their agents, attorneys and counsel, and all other amounts due
the Trustee, the Custodian, the Registrar and the Notes Escrow Agent.

If the Company fails to pay such amounts forthwith on such demand, the Trustee, in its own name and as
trustee of an express trust, may institute judicial proceedings at law or in equity for the collection of the sums so due
and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the Notes and collect in the manner provided
by law out of the property of the Company or any other obligor on the Notes wherever situated the monies adjudged
or decreed to be payable.

If there is pending proceedings for the bankruptcy or for the reorganization of the Company or any other
obligor on the Notes under any Bankruptcy Law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the
Company or such other obligor, the property of the Company or such other obligor, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, the
Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim
or claims for the Repayment Amount, and, in case of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the
Noteholders allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its or
their creditors, or its or their property, and to collect and receive any monies or other property payable or deliverable
on any such claims, and to distribute the same after the deduction of any amounts due the Trustee, and to take any
other action with respect to such claims, including participating as a member of any official committee of creditors,
as it reasonably deems necessary or advisable, and, unless prohibited by law or applicable regulations, and any
receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby
authorized by each of the Noteholders to make such payments to the Trustee, and to pay to the Trustee any amount
due it for compensation, expenses, advances and disbursements, including reasonable attorneys fees and expenses
incurred by it up to the date of such distribution. To the extent that such payment of compensation, expenses,
advances and disbursements out of the estate in any such proceedings shall be denied for any reason, payment of the
same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, monies, securities

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and other property which the holders of the Notes may be entitled to receive in such proceedings, whether in
liquidation or under any plan of reorganization or arrangement or otherwise.

All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced
by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable
benefit of the holders of the Notes.

In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of any
provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Notes, and it shall not be necessary to make any holders of the Notes parties to any such proceedings.

Section 5.03 Application of Monies Collected by Trustee. Any monies or property collected by the
Trustee pursuant to this Article shall be applied in the following order at the date or dates fixed by the Trustee for
the distribution of such monies or property, in the case of SECOND and THIRD below, in accordance with written
instructions of the Company delivered to the Trustee, and in the case of SECOND below, upon presentation of the
several Notes and either (a) stamping thereon the payment, if only partially paid, or (b) upon surrender thereof, if
fully paid.

FIRST: To the payment of all amounts due the Trustee, the Custodian, the Notes Escrow Agent,
the Policies Escrow Agent and the Servicer in connection with the performance of their respective duties under this
Indenture, the Transaction Documents or the Notes, including the collection or distribution of such amounts held or
realized or in connection with expenses incurred in enforcing its remedies hereunder and preserving the Collateral
and all amounts for which each of them is entitled;

SECOND: If the principal of the outstanding Notes shall have become due, by declaration or
otherwise, and be unpaid, to the payment of the whole amount then owing and unpaid upon the Notes for principal,
and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes,
then to the payment of such principal ratably to the holders of the Notes; and

THIRD: To the payment of the remainder, if any, to the Company, its successors or assigns or to
whosoever may lawfully be entitled to receive the same or as a court of competent jurisdiction may direct.

Section 5.04 Proceedings by Noteholder. No Holder of any Note shall have any right to institute any
suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment
of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, unless:

(a) such Holder has previously given to the Trustee written notice of an Event of Default and
of the continuance thereof, as hereinbefore provided;

(b) the Required Noteholders have made a written request to the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such security or
indemnity as it may reasonably require against the costs, expenses and liabilities to be incurred in compliance with
such request;

(c) the Trustee for sixty (60) days after its receipt of such notice, request and offer of
indemnity shall have neglected or refused to institute any such action, suit or proceeding; and

(d) no direction inconsistent with such written request shall have been given to the Trustee
during such 60 day period by the Required Noteholders;

it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever
by virtue of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of Notes, or

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to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of
Notes.

For the protection and enforcement of this Section each and every Noteholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

Notwithstanding any other provision of this Indenture and any provision of any Note, the right of any
holder of any Note to receive payment of the principal of such Note, on or after the due dates expressed in such Note
is absolute and unconditional and the right to institute suit for the enforcement of any such payment on or after such
date against the Company shall not be impaired or affected without the consent of such holder.

Section 5.05 Proceedings by Trustee. In case of an Event of Default, the Trustee may, in its discretion,
proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as
are necessary to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding
in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable
right vested in the Trustee by this Indenture or by law.

Section 5.06 Remedies Cumulative and Continuing. All powers and remedies given by this Article to
the Trustee or to the Noteholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other powers and remedies available to the Trustee or the Noteholders, by judicial proceedings or otherwise, to
enforce the performance or observance of the covenants and agreements contained in this Indenture. No delay or
omission of the Trustee or of any Noteholder to exercise any right or power accruing upon any Default or Event of
Default occurring and continuing shall impair any such right or power, or shall be construed to be a waiver of any
such default or any acquiescence therein. Every power and remedy given by this Article or by law to the Trustee or
to the Noteholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Noteholders, as the case may be.

Section 5.07 Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The
Required Noteholders shall have the right to direct in writing the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee;
provided that:

(a) such direction shall not be in conflict with any rule of law or with this Indenture;

(b) the Trustee may take any other action that it reasonably determines is not inconsistent with such
direction;

(c) the Trustee may decline to take any action that it reasonably determines might benefit some
Noteholder to the detriment of other Noteholders; and

(d) the Trustee may decline to take any action that it reasonably determines might involve the Trustee
in personal liability.

The Required Noteholders may on behalf of all Noteholders waive any past Default or Event of Default
hereunder and its consequences by written notice of such waiver to the Trustee. Upon any such waiver, the
Company, the Trustee and the holders of the Notes shall be restored to their former positions and rights hereunder;
but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by
this Section, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to
have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.

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 Section 5.08 Notice of Default. If the Trustee receives notice of any Default or Event of Default from
the Company, the Trustee shall mail to all Noteholders, as the names and addresses of such holders appear upon the
Note Register, Notice of the Default or Event of Default within 10 days after receipt of such notice, unless the
Trustee shall have received written notice from the Company that such Default or Event of Default has been cured
or waived before the giving of such notice.

Section 5.09 Undertaking to Pay Costs. All parties to this Indenture agree, and each holder of any
Note by his acceptance thereof shall be deemed to have agreed, that any court may, in its discretion, require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of
such suit and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided that the provisions of this Section (to the extent permitted by law)
shall not apply to any suit instituted by the Trustee, to any suit instituted by the Required Noteholders, or to any suit
instituted by any Noteholder for the enforcement of the payment of the principal of any Note on or after the due date
expressed in such Note.

Section 5.10 Notification by Required Holders. Notwithstanding any provision herein to the contrary,
the Trustee shall not be obligated to take any action with respect to an Event of Default pursuant to Article V, unless
it has been first notified to do so in writing by the Required Noteholders.

Section 5.11 Non Recourse. No recourse under or on any obligation covenant or agreement contained
in this Indenture or any indenture supplemental hereto or in any Note or for any claim based thereon or otherwise in
respect thereof shall be had against any incorporator or against any past present or future stockholder, director or
officer as such, of the Company or of any successor corporation, either directly or indirectly, whether by virtue of
any constitution or statute, rule of law or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the Notes are solely corporate obligations and that no such personal
liability whatsoever shall attach to or shall be incurred by the incorporators, stockholders, directors or officers as
such of the Company or of any successor corporation, or of any of them, because of the creation of the indebtedness
hereby authorized or under or by reason of the obligations, covenants or agreements contained in this Indenture or in
any of the Notes or implied therefrom; and that any and all such personal liability either at common law or in equity
or by constitution or statute of, and any and all such rights and claims against every such incorporator, stockholder,
director or officer, as such, are hereby expressly waived and released as a condition of and as a consideration for the
execution of this Indenture and the issue of the Notes.

ARTICLE VI
THE TRUSTEE

Section 6.01 Duties and Responsibilities of Trustee.

(a) The Trustee undertakes to perform such duties and only such duties as are specifically set
forth in this indenture. No provision of this Indenture shall be construed to relieve the Trustee from liability for its
own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

(i) The duties and obligations of the Trustee shall be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Indenture and no implied covenants, duties or
obligations shall be read into this Indenture against the Trustee; and

(ii) In the absence of bad faith and willful misconduct on the part of the Trustee, the
Trustee may conclusively rely as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture, but, in the case of any such certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Trustee under this Indenture, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of this Indenture, but need

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 not confirm or investigate the accuracy of mathematical calculations or other facts or conclusions stated
therein;

(b) The Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless the Trustee is found to have been grossly negligent in ascertaining the pertinent facts;

(c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the written direction of the Required Noteholders, the Servicer or the Company
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this Indenture;

(d) Whether or not therein expressly provided, every provision of this Indenture relating to
the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of
this Section;

(e) The Trustee shall not be liable in respect of any payment (as to the correctness of amount,
entitlement to receive or any other matters relating to payment) or notice effected by the Company or any paying
agent or any records maintained by any co registrar with respect to the Notes;

(f) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this
Indenture, requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such
notice as reason to act as if no such event occurred;

(g) The Trustee shall not be liable for any action taken or omitted by it at the direction of the
Company, the Servicer, any holder of the Notes, or other Person, as applicable, under circumstances in which such
direction is required or permitted by the terms of this Indenture;

(h) The Trustee shall not be deemed to have notice or knowledge of any matter (including a
Default or Event of Default) unless a Responsible Officer of the Trustee at the Corporate Trust Office shall have
been specifically notified in writing of such matter (including a Default or Event of Default) by the Company or the
Required Holders; and whenever reference is made in this Indenture to a Default or an Event of Default, such
reference shall, insofar as determining any liability on the part of the Trustee is concerned, be construed to refer only
to a Default or an Event of Default of which the Trustee is deemed to have knowledge in accordance with this
paragraph; and

(i) If (i) in performing its duties under this Indenture the Trustee is required to decide
between alternative courses of action, (ii) the Trustee finds any of the provisions of this Indenture ambiguous or
inconsistent with any other provisions contained herein or (iii) the Trustee is unsure of the application of any
provision of this Indenture, then the Trustee shall deliver a notice to the Company, the Servicer, or the Noteholders
requesting their written instruction as to the course of action to be taken and the Trustee shall take such action, or
refrain from taking such action, as the Trustee shall be instructed in writing to take, or to refrain from taking, by the
Company, the Servicer, or the Required Noteholders; provided, that if the Trustee does not receive such instructions
from the Company, the Servicer, or the Required Noteholders within ten (10) Business Days after it has delivered
such notice or such reasonably shorter period of time set forth in such notice the Trustee may, but shall be under no
duty to, take such action, or refrain from taking such action, as the Trustee shall deem advisable and in the best
interests of the Noteholders, in which event the Trustee shall have no liability, except for its own gross negligence or
willful misconduct;

(j) Whenever in the administration of this Indenture the Trustee shall deem it desirable to
receive instructions with respect to enforcing any remedy or right or taking any other action with respect to
enforcing any remedy or right hereunder, the Trustee (i) may request instructions from the Holders (which
instructions may only be given by such Holders as would be entitled to direct the Trustee under this Indenture in
respect of such remedy, right or action), (ii) may refrain from enforcing such remedy or right or taking such action
until such instructions are received and (iii) shall be protected in acting in accordance with such instructions;

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 (k) Except as otherwise expressly provided by this Indenture, the Trustee shall not be under
any obligation to take any action that is discretionary under the provisions of this Indenture; and

(l) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on its part require and conclusively rely
upon a certification by an appropriate Person addressing such matter, which, upon receipt of such request, shall be
promptly delivered by the Company or the Servicer.

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

Section 6.02 Rights of Trustee.

(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
direction, Note, debenture, note, coupon or other communication, paper or other document (whether in its original or
facsimile form, and including, without limitation, any Monthly Payment Certificate, Company Order, Authentication
Order, and Officers’ Certificate) believed by it in good faith to be genuine and to have been signed or presented by a
proper Person;

(b) Any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically
prescribed) and the Trustee shall be entitled to accept such certificate as sufficient and conclusive evidence of the
fulfillment of the applicable conditions precedent, in which event it shall be conclusive and binding on the
Noteholders;

(c) The Trustee may consult with counsel of its own selection and any advice of such
counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it
hereunder in good faith and in reliance thereon; the Trustee shall be entitled to accept such advice as sufficient and
conclusive evidence of the fulfillment of the applicable conditions precedent, in which event it shall be conclusive
and binding on the Noteholders;

(d) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request, order or direction of any of the Noteholders or other Person(s) pursuant to the
provisions of this Indenture, unless such Noteholders or other Person(s) shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred by it in connection with
such request or direction;

(e) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, Note,
debenture or other communication, paper or document, but the Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit or as it shall be directed, and, if the Trustee shall make such
further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney at the expense of the Company;

(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder;

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 (g) The Trustee shall not be liable for any action taken, suffered or omitted to be taken by it
in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Indenture;

(h) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in
each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;

(i) The Trustee may request that the Company deliver an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate,
including any person specified as so authorized in any such certificate previously delivered and not superseded;

(j) Any permissive right or authority granted to the Trustee shall not be construed as a
mandatory duty;

(k) The Trustee shall not be required to give any note or surety in respect of the performance
of its powers and duties hereunder;

(l) The Trustee shall have no duty to inquire as to the performance of the Company, the
Servicer or any other Person;

(m) Neither the Trustee nor any clearing system through which the Notes are traded shall
have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable
for compliance, with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of
minimum denominations imposed hereunder or under applicable law or regulation with respect of any transfer,
exchange, redemption, purchase or repurchase, as applicable, of interest in any Note;

(n) In the event the Trustee receives inconsistent or conflicting requests and indemnity from
two or more groups of Noteholders, each representing less than the Required Noteholders, pursuant to the provisions
of this Indenture, the Trustee, in its sole discretion, may determine what action, if any, will be taken;

(o) The Trustee is entitled to enter into business transactions with the Company, its Affiliates
or any entity related thereto without accounting for any profit;

(p) In connection with the exercise of its functions (including, but not limited to, those in
relation to any proposed modification, authorization, waiver or substitution), the Trustee will have regard to the
interests of the Noteholders as a class, and will not have regard to the consequences of such exercise for individual
Noteholders. The Trustee will not be entitled to require, nor will any Noteholder be entitled to claim, from the
Company, any indemnification or payment in respect of any tax consequences of any such exercise upon individual
Noteholders; and

(q) The Trustee may refrain from taking any action in any jurisdiction if the taking of such
action in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary to
any law of that jurisdiction. Furthermore, the Trustee may also refrain from taking such action if the Trustee
reasonably determinates that it might otherwise render it liable to any Person in that jurisdiction or if, in its opinion
based upon such legal advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of
any applicable law in that jurisdiction or if it is determined by any court or other competent authority in that
jurisdiction that it does not have such power.

Section 6.03 No Responsibility for Recitals, Etc. The Private Offering Memorandum, the recitals
contained herein and in the Notes (except in the Trustee’s certificate of authentication) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of the Private Offering Memorandum, this Indenture or the Notes.
The Trustee has not participated in the preparation of the Private Offering Memorandum. The Trustee shall not be

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accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and
delivered by the Trustee in conformity with the provisions of this Indenture.

Section 6.04 Compensation and Expenses of Trustee. The Company covenants and agrees to pay to
the Trustee from time to time, such compensation for all services rendered by it hereunder in any capacity as
mutually agreed to from time to time in writing between the Company and the Trustee, and the Company will pay or
reimburse the Trustee on request for all expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of the Transaction Documents (including the reasonable compensation and
the fees, expenses and disbursements of its counsel and of all Persons not regularly in its employ), except any such
expense, disbursement or advance as shall be determined by a court of competent jurisdiction to have been caused
by the Trustee’s own gross negligence or willful misconduct. The Company also covenants to indemnify each of the
Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee) in any capacity under the
Transaction Documents (including in its capacity as Escrow Agent), and its agents and any authenticating agent for,
and to hold them harmless against, any and all loss, liability, damage, claim or expense (including the reasonable
fees, expenses and disbursements of its counsel), including taxes (other than taxes based on the income of the
Trustee) incurred without negligence, bad faith or willful misconduct on the part of the Trustee or such officers,
directors, employees and agents or authenticating agent, as the case may be, and arising out of or in connection with
the Transaction Documents, the transactions thereunder, the acceptance or administration of this trust or in any other
capacity hereunder, including the costs and expenses of defending themselves against any claim (whether asserted
by the Company, any holder or any other Person) or liability in connection with the exercise of any of its rights,
powers or duties under the Transaction Documents. The obligation of the Company under this Section, and all other
rights, benefits, protections, privileges, immunities, and indemnities of the Trustee, shall survive the satisfaction and
discharge of this Indenture, the termination of the other Transaction Documents, the resignation or removal of the
Trustee, and payment in full of the Notes, and shall survive the expiration of any otherwise applicable statute of
limitations. Notwithstanding anything contained in this Indenture to the contrary, the indemnification provided for
in this Section shall be senior in priority to any payments to Noteholders.

When the Trustee and its agents and any authenticating agent incur expenses or render services after an
Event of Default occurs, the expenses and the compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency or similar laws.

Section 6.05 Eligibility of Trustee. There shall at all times be a Trustee hereunder which shall be a
Person that has, or is a direct wholly owned subsidiary of a Person that is a corporation organized and doing
business under the laws of the United State of America authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 (or, if such Person is a member of a bank
holding company system, its bank holding company shall have a combined capital and surplus of at least
$50,000,000), subject to supervision or examination by federal or state authority. If such Person publishes reports
of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, it shall resign immediately after written request
therefor by the Company or by any Noteholder.

Section 6.06 Resignation or Removal of Trustee.

(a) The Trustee may at any time resign by giving written notice of such resignation to the
Company. Upon receiving the notice of resignation, the Company shall promptly appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted the
appointment sixty (60) days after the mailing of such notice of resignation to the Company, (i) the resigning Trustee
may, upon ten (10) Business Days’ notice to the Company and the Noteholders, petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor trustee, or, (ii) any Noteholder
may, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.

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 (b) If at any time any of the following shall occur:

(i) the Trustee ceases to be eligible in accordance with the provisions of

Section 6.05 and shall fail to resign after request therefor by the Company or by any Noteholder; or

(ii) the Trustee shall become incapable of acting, or shall be adjudged a

bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;

then, in any such case, the Company may remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, any Noteholder, who has been a holder for at least six (6) months, on behalf of himself and all
others similarly situated, may petition any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee; provided that if no successor Trustee shall have been appointed and have
accepted appointment sixty (60) days after either the Company or such Noteholder has removed the Trustee, or the
Trustee resigns, the Trustee so removed may petition, at the expense of the Company, any court of competent
jurisdiction for an appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) The Required Noteholders may at any time remove the Trustee and nominate a successor
trustee which shall be deemed appointed as successor trustee unless, within ten (10) days after notice to the
Company of such nomination, the Company objects thereto, in which case the Trustee so removed or any
Noteholder (or, if such Trustee so removed or any Noteholder fails to act) the Company, may petition any court of
competent jurisdiction for an appointment of a successor trustee.

(d) Any resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the
successor trustee.

Section 6.07 Acceptance by Successor Trustee. Any successor trustee shall execute, acknowledge and
deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations
of its predecessor trustee, with like effect as if originally named as trustee herein. On the written request of the
Company or of the successor trustee and upon payment of its fees and expenses and all other amounts due but then
unpaid, the trustee ceasing to act shall execute and deliver an instrument transferring to such successor trustee all the
rights and powers of the trustee so ceasing to act and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such trustee. Upon request of any such successor trustee, the Company shall execute
any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all
such rights and powers.

No successor trustee shall accept appointment as provided in this Section unless, at the time of such
acceptance, such successor trustee shall be eligible under the provisions of this Article.

Upon acceptance of appointment by a successor trustee, the Company (or the former trustee, at the written
direction of the Company) shall mail or cause to be mailed notice of the succession of such trustee hereunder to the
holders of Notes at their addresses as they shall appear on the Note Register. If the Company fails to mail such
notice within ten (10) days after acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Company.

Section 6.08 Succession by Merger. Any Person into which the Trustee may be merged or with which
it may be consolidated, or any Person resulting from any merger, or consolidation to which the Trustee shall be a
party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee (including any
trust created by this Indenture), shall be the successor to the Trustee hereunder without the execution or filing of any

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paper or any further act on the part of any of the parties hereto, provided that in the case of any Person succeeding to
all or substantially all of the corporate trust business of the Trustee, such Person shall be eligible under the
provisions of this Article. The Trustee shall provide the Company with a written notice within thirty (30) days after
the closing of such merger or consolidation.

In any case where at the time such successor to the Trustee shall succeed to the trusts created by this
Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee or authenticating agent appointed by such
predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have
been authenticated, any successor to the Trustee or any authenticating agent appointed by such successor trustee
may authenticate such Notes in the name of the successor trustee; and in all such cases such certificates shall have
the full force that is provided in the Notes or in this Indenture; provided that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall
apply only to its successor or successors by merger, conversion or consolidation.

Section 6.09 Trustee’s Application for Instructions from the Company. Any application by the
Trustee for written instructions from the Company (other than with regard to any action proposed to be taken or
omitted to be taken by the Trustee that affects the rights of the holders of the Notes under this Indenture) may, at the
option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this
Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The
Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal
included in such application on or after the date specified in such application (which date shall not be less than three
(3) Business Days after the date any Officer of the Company actually receives such application, unless any such
Officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective
date in the case of an omission), the Trustee shall have received written instructions from the Company in response
to such application specifying the action to be taken or omitted.

Section 6.10 Certain Provisions. Each Noteholder, by accepting a Note, authorizes and directs on his
or her behalf the Trustee to enter into and to take such actions and to make such acknowledgements as are set forth
in this Indenture or other documents entered into in connection therewith.

The Trustee shall not be responsible for the legality, validity, effectiveness, suitability, adequacy or
enforceability of any of the Transaction Documents or any obligation or rights created or purported to be created
thereby or pursuant thereto or any security or the priority thereof constituted or purported to be constituted thereby
or pursuant thereto, nor shall it be responsible or liable to any Person because of any invalidity of any provision of
such documents or the unenforceability thereof, whether arising from statute, law or decision of any court. The
Trustee shall be under no obligation to monitor or supervise the functions of the Servicer or any other Person under
the Transaction Documents and shall be entitled to assume that each such Person is properly performing its
functions and obligations under the Transaction Documents to which it is a party and the Trustee shall not be
responsible for any diminution in the value of or loss occasioned to the assets, including the Collateral, subject
thereto by reason of the act or omission by any such Party in relation to its functions thereunder. The Trustee shall
have no responsibility whatsoever to the Company or any Noteholder or any other Person as regards any deficiency
which might arise in respect of the Collateral, the security created hereby or any part thereof or any income
therefrom or any proceeds thereof.

ARTICLE VII
FUNDS AND ACCOUNTS

Section 7.01 Establishment of Accounts. There are hereby established the following Accounts to be
maintained and held by the Trustee or successor Trustee so long as the Notes remain Outstanding:

(a) Note Proceeds Account;

(b) Policy Acquisition Account;

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 (c) Premium Reserve Account;

(d) Net Proceeds Account;

(e) Excess Cash Account; and

(f) Project Loan Account.

Unless otherwise stated, all assets and the amount in the Accounts shall be part of the Collateral.

Section 7.02 Note Proceeds Account. There is hereby created and established a Note proceeds account
(the “Note Proceeds Account”). On each Closing Date, the proceeds of the Notes shall be deposited in the Note
Proceeds Account and shall be immediately applied as follows:

(i) an amount estimated to be approximately 1.00% percent of the proceeds of the offering (the actual
amount to be determined by written notice from the Company to the Trustee), as set forth in the closing statement,
shall be immediately released to the Company for the payment of certain transaction costs incurred in connection
with the Notes, the Project Loan or the transactions contemplated in connection therewith, with any remaining funds
to be used solely for Discretionary Investments;

(ii) an amount estimated to be approximately 23.21% percent of the proceeds of the offering (the
actual amount to be determined by written notice from the Company to the Trustee) shall be transferred to the Policy
Acquisition Account for the payment of the Acquisition Price of the Portfolio of Policies as set forth in the closing
statement;

(iii) an amount estimated to be approximately 7.14% percent of the proceeds of the offering (the actual
amount to be determined by written notice from the Company to the Trustee) shall be transferred to the Premium
Reserve Account for application as provided in Section 7.04 hereof; and

(iv) an amount estimated to be approximately 58.71% percent of the proceeds of the offering (the
actual amount to be determined by written notice from the Company to the Trustee) shall be transferred to Project
Loan Account for application as provided in Section 7.06 hereof.

Any amounts remaining on deposit in the Note Proceeds Account, shall five (5) Business Days
following the Triggering Date be transferred to the Excess Cash Account. Immediately following disbursement of
all amounts deposited in the Note Proceeds Account, the Trustee shall close the Note Proceeds Account.

Section 7.03 Policy Acquisition Account. There is hereby created and established a Policy acquisition
account (the “Policy Acquisition Account”). On each Closing Date, the Trustee shall transfer from the Note
Proceeds Account into the Policy Acquisition Account a portion of the proceeds of the Notes (estimated to be
approximately 23.21% percent of the proceeds of the offering) in the amount which shall be equal to the Acquisition
Price of the Portfolio of Policies as set forth in the closing statement.

(a) In the event the Acquisition Price of the Portfolio of Policies is greater than the amount of
funds in the Policy Acquisition Account, the Company shall take immediate steps to liquidate a portion of the
Discretionary Investments and fund the Policy Acquisition Account as necessary to maintain a balance in such
Policy Acquisition Account equal to a minimum of the Acquisition Price of the Portfolio of Policies.

(b) Any funds remaining in the Policy Acquisition Account after the acquisition of the
Portfolio of Policies shall be transferred to the Excess Cash Account and the Trustee shall thereafter close such
Policy Acquisition Account.

Section 7.04 Premium Reserve Account. There is hereby created and established a premium reserve
account (the “Premium Reserve Account”). On or following each Closing Date, the Trustee shall transfer from the
Note Proceeds Account into the Premium Reserve Account a portion of the proceeds of the Notes in an amount

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estimated to be approximately 7.14% percent of the proceeds of the offering, which shall be equal to the aggregate
amount of Premiums to be paid on the Policies together with all fees estimated to be owed to Servicer from the
respective Closing Date during the first two years following the date of this agreement as set forth in the initial
Schedule of Premiums, all as set forth in written instructions provided to the Trustee by the Company prior to any
such transfer. At no point shall the amount in the Premium Reserve Account total less than two (2) months of
required premium payments on the Policies as determined from time to time by the Servicer in writing (the
“Premium Account Minimum”). If at any time the amount of funds in the Premium Reserve Account is less than
the Premium Account Minimum, the Company shall take prompt action to transfer funds to the Premium Reserve
Account such that the Premium Account Minimum is reached. In the event the Company does not take action
within ten (10) Business Days to increase the amount of the Premium Reserve Account above the Premium Account
Minimum, the Trustee shall have the right to apply any funds in the Net Proceeds Account and/or the Excess Funds
Account to the Premium Reserve Account in order to maintain the Premium Reserve Minimum.

(a) Monthly Disbursements from Premium Reserve Account. On each Premium Payment
Date, to the extent funds are immediately available and on deposit in the Premium Reserve Account, the Trustee
shall, at the direction of the Company as set forth in the Monthly Payment Certificate for such Premium Payment
Date, disburse from the Premium Reserve Account the Premium Payment and other amounts owed to the Servicer.

(b) Insufficient Funds. If Trustee determines on any date that there are insufficient
immediately available funds standing to the credit of the Premium Reserve Account as of such date to fund any
Premium Payment or servicing fees as set forth in a Monthly Payment Certificate, then Trustee shall promptly notify
Company of such determination and the Company shall immediately transfer sufficient funds to the Trustee to hold
in the Premium Reserve Account to fund all obligations for the subsequent two (2) month period as provided herein.
Neither the Trustee nor the Servicer will have any liability with respect to any Premium Payment or servicing fees
that are not made or paid because sufficient immediately available funds are not available or because of insufficient
or untimely instruction delivered to Trustee or the Servicer by Company with respect to any Premium Payment or
servicing fees.

(c) Any funds remaining in the Premium Reserve Account on the Business Day prior to the
Maturity Date shall be transferred by the Trustee to the Net Proceeds Account and disbursed as set forth in Section
7.04(d).

(d) Net Proceeds Account. There is hereby created and established a net proceeds account
(the “Net Proceeds Account”). The (i) net proceeds from any sale of any Policy prior to the death of the insured;
and (ii) Net Death Benefits paid with respect to a Policy as a Matured Policy shall become part of the Collateral and
any such sale proceeds or Net Death Benefits, shall be deposited into the Net Proceeds Account. Amounts
accumulated in the Net Proceeds Account shall be applied by the Trustee: (a) if an Event of Default has occurred
and is continuing, to pay any uncured deficiency in the balance of the Premium Reserve Account, and (b) to the
payment of the full amount of the Repayment Amount of the Notes on the Maturity Date. Any amounts in the Net
Proceeds Account shall be invested solely in Permitted Investments in accordance with Section 7.08, with the
proceeds and interest on such Permitted Investments distributed to the Net Proceeds Account. Anything remaining
after payment of the Notes shall be transferred to the Excess Cash Account. The Company and the Trustee shall
have the right in their sole discretion to transfer funds from time to time (the Company upon written notice to
Trustee) from the Net Proceeds Account to the Premium Reserve Account.

Section 7.05 Excess Cash Account. There is hereby created and established an excess cash account,
which includes funds for Discretionary Investments, expenses associated with the preparation of the Notes, the
Project Loan, the transactions associated with the Notes, the Policies, the sale of the Notes (including but not limited
to any commissions or sales fees paid thereon) and the purchase of the Policies, and/or the service providers engaged
by the Company in connection with such transactions (the “Offering Expenses”), and the Working Capital Funds
(defined below)(the “Excess Cash Account”). Provided there is no Event of Default which has occurred and is
continuing hereunder, the Company may, at any time, including any time prior to the Triggering Date, direct the
Trustee in writing to transfer to the Company or its designee any funds held in the Excess Cash Account and the
Trustee shall comply with such instructions within five (5) Business Days and promptly provide the Company
evidence of any wire transfer confirmation number or similar evidence of any funds transfer. Any amounts in the

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Excess Cash Account shall be invested solely in Permitted Investments in accordance with Section 7.08, with the
proceeds and interest on such Permitted Investments distributed to the Excess Cash Account.

(a) Funds in the Excess Cash Account shall be applied (if necessary) by the Trustee to the
payment of the full amount of the Repayment Amount of the Notes on the Maturity Date. Any funds remaining in
the Excess Cash Account after the Maturity Date and the payment in full of the Outstanding Amount of the Notes
shall be transferred to the Company for use in its sole discretion.

(b) Offering Expenses, which together with Working Capital Funds (as defined below) shall
not exceed $25,200,000 or 2% of the total of the total proceeds from the sale of the Notes, shall not be released from
the Excess Cash Account prior to the Triggering Date, provided that the entire amount of the Offering Expenses
shall be released from the Excess Cash Account to the Company promptly upon the Triggering Date. Any unused
amount of the Offering Expenses shall be used for Discretionary Investments.

(c) An aggregate of up to $3,000,000 of the funds deposited in the Excess Cash Account
shall be used by the Company for working capital expenses (the “Working Capital Funds”), which funds shall not
exceed $2,000,000 prior to the Triggering Date (“Pre-Closing WC”). No Working Capital Funds, other than the
Pre-Closing WC shall be released from the Excess Cash Account prior to the Triggering Date. Any unused amount
of Working Capital Funds shall be used for Discretionary Investments. Working Capital Funds (including Pre-
Closing WC) shall be used by the Company in its sole discretion for general working capital of the Company,
including but not limited to due diligence on the Project or Project Loan and/or for loans to Borrower in connection
with the planning and construction of such Project.

(d) Other than the Working Capital Funds and the Offering Expenses, the funds released
from the Excess Cash Account to the Company (the “Distributed Excess Account Funds”) shall be used solely for
Discretionary Investments. The Company shall be required to fund the Excess Cash Account with the current
amount of any and all Discretionary Investments of the Company: (a) ten (10) Business Days after the Required
Closing Date has occurred in the event the Triggering Date has not occurred prior to the Required Closing Date, or
(b) ten (10) Business Days prior to the Maturity Date.

(e) The Company shall have absolute discretion as to the Discretionary Investments provided
that they comply with the Investment Requirements. Any failure of the Company to comply with the Investment
Requirements shall constitute an event of default under this Indenture and the Notes.

(f) Any interest or principal payments made by the Borrower on the Project Loan (whether
such payments constitute the prepayment of principal or interest on such Project Loan or otherwise) shall be
deposited into the Excess Cash Account and be available for use by the Company for Discretionary Investments as
provided above.

Section 7.06 Project Loan Account. There is hereby created and established a project loan account
(the “Project Loan Account”). On or following the Triggering Date, the Trustee shall transfer from the Note
Proceeds Account the Project Loan Funds into the Project Loan Account, and the Company may, at any time, direct
the Trustee in writing to transfer to the Borrower or the Borrower’s designee any funds held in the Project Loan
Account and provided there is no Event of Default which has occurred and is continuing hereunder, the Trustee shall
comply with such instructions within five (5) Business Days. Any amounts in the Project Loan Account shall be
invested solely in Permitted Investments in accordance with Section 7.08, with the proceeds and interest on such
Permitted Investments distributed to the Excess Cash Account. Following the Triggering Date and the distribution
of all of the funds in the Project Loan Account, the Trustee shall close the Project Loan Account. Any payments of
principal and interest on the Project Loan shall be paid from the Borrower to the Excess Funds Account as provided
in Section 7.05(f), above.

Section 7.07 Monies to Be Held in Trust. All monies required to be deposited with or paid to the
Trustee for the account of any Account under any provision of this Indenture and actually received by the Trustee
shall be held by the Trustee in trust, and shall be invested in Permitted Investments and, except for the Excess Cash
Account, monies actually received by the Trustee shall, while held by the Trustee, constitute part of the Collateral

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and be subject to the Lien created by this Indenture hereof unless specifically excluded therefrom by this ARTICLE
VII.

Section 7.08 Investments.

(a) The Trustee shall, at the written direction of the Company, invest and reinvest moneys
held in any Account established with respect to such Notes in one or more Permitted Investments as specified in
such written direction of the Company.

(b) Unless otherwise provided in this Indenture, all interest, income and profits received with
respect to Permitted Investments, or upon the sale or disposition thereof, shall become the property of the Company
and transferred to the Excess Cash Account at the end of each month that this indenture remains in effect.

Section 7.09 Account Statements. The Trustee shall provide to the Company, on a monthly basis,
written reports in the form of an account statement showing account balances, deposits and disbursements for any
Accounts established for the Company pursuant to this ARTICLE VII.

Section 7.10 Access to Account Information. The Trustee shall provide to the Company access to
information regarding all Accounts established pursuant to this ARTICLE VII to allow the Company to review and
verify (i) the current balance of each such Account, (ii) any disbursements or payments made from each such
Account, (iii) any deposits made into each such Account, and (iv) any other information customarily available to an
accountholder.

ARTICLE VIII
SUPPLEMENTAL INDENTURES

Section 8.01 Supplemental Indentures without Consent of Noteholders. The Company and the
Trustee, when authorized by a Company Order, at any time and from time to time, may, with or without the consent
of the Noteholders of any Notes, enter into one or more indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for any of the following purposes:

(a) to correct or amplify the description of any property at any time subject to the Lien of this
Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected
to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;

(b) to add to the covenants of the Company, for the benefit of the Noteholders, or to
surrender any right or power herein conferred upon the Company;

(c) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee;

(d) to cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision herein or as described in the Private
Offering Memorandum or in any supplemental indenture or to make any other provisions with respect to matters or
questions arising under this Indenture or in any supplemental indenture; or

(e) to evidence and provide for the acceptance of the appointment hereunder by a successor
trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary
to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of
ARTICLE V; provided, however, that any such action shall not, as evidenced by an Officers’ Certificate of the
Company, in the reasonable judgment of the Company, addressed and delivered to the Trustee, materially and
adversely affect the interests of any Noteholder. The Trustee, upon receipt of the Officers’ Certificate is hereby
authorized to join in the execution of any such supplemental indenture and to make any further appropriate
agreements and stipulations that may be therein contained.

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 Section 8.02 Supplemental Indentures with Consent of Noteholders. The Company and the Trustee,
when authorized by a Company Order, may, with prior notice to each Noteholder and with the consent of the
Required Noteholders, by act of such Noteholders delivered to the Company and the Trustee, enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders
under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the
Noteholder of each Outstanding Note affected thereby:

(a) change the Maturity Date or the Repayment Amount with respect to any Note, change the
provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral
to payment of principal of the Notes, or change any place of payment where, or the coin or currency in which, any
Note is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring
the application of funds available therefor, as provided in ARTICLE V, to the payment of any such amount due on
the Notes on or after the Maturity Date;

(b) reduce the percentage of the Outstanding Amount of the Notes, the consent of the
Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is
required for any waiver of compliance with this Indenture or defaults hereunder and their consequences provided for
in this Indenture;

(c) modify or alter the provisions of Section 11.04 or the proviso to the definition of the term
“Outstanding”;

(d) reduce the percentage of the Outstanding Amount of the Notes required to direct the
Trustee to direct the Company to sell or liquidate the Collateral pursuant to ARTICLE IX hereof;

(e) modify any provision of this Section except to increase any percentage specified herein
or to provide that certain additional provisions of the Transaction Documents cannot be modified or waived without
the consent of the Noteholder of each Outstanding Note affected thereby;

(f) modify any of the provisions of this Indenture in such manner as to affect the calculation
of the amount of any payment of principal on any Note on the Maturity Date (including the calculation of any of the
individual components of such calculation); or

(g) permit the creation of any Lien ranking prior to or on a parity with the Lien of this
Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein,
terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of
the security provided by the Lien of this Indenture.

It shall not be necessary for any act of Noteholders under this Section 8.02 to approve the particular form of
any proposed supplemental indenture, but it shall be sufficient if such act shall approve the substance thereof.

Section 8.03 Execution of Supplemental Indentures. In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this ARTICLE VIII or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, an
Officers’ Certificate stating that the execution of such supplemental indenture is not expressly prohibited by this
Indenture. The Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s
own rights, duties, liabilities or immunities under this Indenture or otherwise.

Section 8.04 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture
pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance
therewith with respect to the Notes affected thereby, and the respective rights, limitations, obligations, duties,
liabilities and immunities under this Indenture of the Trustee, the Company and the Holders of the Notes shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and

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amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

Section 8.05 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to this ARTICLE VIII shall bear a notation in form approved
by the Company as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Notes so modified as to conform to any such supplemental indenture may be prepared and executed by the
Company and, upon receipt by the Trustee of an Authentication Order, authenticated and delivered by the Trustee in
exchange for Outstanding Notes.

ARTICLE IX
COLLATERAL AND SECURITY

Section 9.01 Creation.

(a) To secure the full and prompt payment of the Notes in accordance with the terms thereof
and to secure the performance of the Company’s obligations under the Notes and this Indenture, the Company
hereby assigns and pledges to the Trustee for the ratable benefit of each Noteholder and grants to the Trustee for the
ratable benefit of each Noteholder a security interest in all of its rights, title and interest with respect to the
Collateral, and all income and profits thereon, and all interest, dividends and other payments and distributions with
respect thereto, and all proceeds of the foregoing. Contemporaneously with the issuance of the Notes, the Company
will deliver the Policies and related Policy Files to the Custodian in pledge hereunder and make such filings, cause
each Insurer, as the issuer of the Policies, to register and acknowledge the Trustee or its agent or the Noteholders as
having the rights of an assignee for collateral purposes of the Policies and take such other action as may be
necessary to cause the Trustee for the ratable benefit of each Holder to have a perfected security interest in or be the
recipient of a valid assignment for collateral purposes of the Policies and the rest of the Collateral that is effective
against the Company’s creditors and subsequent purchasers thereof.

Section 9.02 Scope.

(a) Subject to Section 9.02(c) below, the security interest or assignment for collateral
purposes granted pursuant to Section 9.01 is granted in trust to secure the full and punctual payment of the Notes
and the performance of the Company’s obligations under the Notes and this Indenture equally and ratably among the
Holders, without prejudice, priority or distinction, except as expressly provided in this Indenture, in the following
order of priority:

first, to the payment of the amounts, for principal and all such other amounts, respectively, then
due and unpaid in respect of which or for the benefit of which such amount has been collected, ratably,
without preference or priority of any kind, according to the aggregate amounts due and payable on the
Notes; and

second, any remaining balance shall be paid to the Company.

(b) The Company hereby constitutes and irrevocably appoints the Trustee the true and lawful
attorney of the Company, with full power (in the name of the Company or otherwise), for so long as the security
interest or assignment for collateral purposes granted pursuant to Section 9.01 shall remain in effect, to exercise all
rights of the Company with respect to the Collateral (including as an owner or policyholder of the Policies) and to
ask, require, demand, receive, settle, compromise, compound and give acquittance for any and all monies and claims
for monies due and to become due under or arising out of any of the Collateral, 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
that the Trustee may deem to be necessary or advisable in the circumstances; provided that the power of attorney
and all authority granted pursuant to this Section 9.02(b) may be exercised only after an Event of Default shall occur
and be continuing hereunder. 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

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security of the Holders 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 Notes.

(c) This Indenture shall constitute a security agreement and an agreement to assign the
Collateral for collateral purposes 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, the Policies or otherwise available at law or in equity, the Trustee shall
have all rights and remedies of a secured party or an assignee for collateral purposes 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 the Policies, any other rights and other interests assigned or pledged hereby in accordance with the terms of
this Indenture at public or private sale. All amounts received hereunder shall be applied first to all costs and
expenses incurred by the Trustee in connection with such collection and enforcement and thereafter as provided in
this Indenture.

(d) It is expressly agreed that anything herein or therein contained to the contrary
notwithstanding, the Company shall remain liable under all Transaction Documents to perform all the obligations of
it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Trustee shall not have
any obligations or liabilities with respect to the Transaction Documents to which it is not a party by reason of or
arising out of this Indenture, nor shall the Trustee be required or obligated in any manner to perform or fulfill any
obligations of the Company or any other Person under or pursuant to any of the Transaction Documents or, other
than as provided in this Indenture, to make any payment, to make any inquiry as to the nature or sufficiency of any
payment received by it, or to present or file any claim, or to take any action to collect or enforce the payment of any
amounts that may have been assigned to it or to which it may be entitled at any time or times.

(e) The Trustee acknowledges the granting of such security interests and the making of such
assignments for collateral purposes, accepts the terms hereunder in accordance with the provisions hereof and agrees
to perform its duties herein subject to and with the benefit of the provisions hereof, to the end that the interests of the
Noteholders may be adequately and effectively protected.

Section 9.03 Action. The Company will take such action as may be necessary to record, register, file,
re-record, re-register and re-file all financing statements, continuation statements or other instruments of further
assurance as may be necessary to perfect, preserve and protect, to the extent such perfection, protection and
preservation are possible by filing, the rights of the Noteholders and the Trustee hereunder and under the
Transaction Documents with respect to the security interest in the Collateral.

Section 9.04 Termination of Security Interest. The Trustee shall, at such time as there are no Notes
Outstanding, the Notes have been paid in full and all sums due the Trustee have been paid, release any remaining
portion of the Collateral that secured the Notes from the Lien of this Indenture and release to the Company any
funds then on deposit in the Accounts.

ARTICLE X
SATISFACTION AND DISCHARGE OF INDENTURE

Section 10.01 Discharge of Indenture. When (a) the Company shall deliver to the Trustee for
cancellation all Notes theretofore authenticated (other than any Notes that have been mutilated, destroyed, lost or
stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not
theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall
have become due and payable, the Company shall deposit with the Trustee, in trust, funds sufficient to pay at
maturity all of the Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of
or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or
delivered to the Trustee for cancellation, including principal due or to become due on such Maturity Date,
accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified
accountant or other financial professional satisfactory to the Trustee, and if the Company shall also pay or cause to
be paid all other sums payable hereunder by the Company, and in the case of either clause (a) or (b), no Default or
Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of

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such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or
constitute a default under, any other instrument or agreement to which the Company is a party or by which it is
bound, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of
transfer, substitution and exchange of Notes, (ii) rights hereunder of Noteholders to receive payments of principal on
the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the
amounts, if any, so deposited with the Trustee and (iii) the rights, benefits, protections, privileges, indemnities and
immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an
Officers’ Certificate stating that all conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with and at the cost and expense of the Company, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby
agrees to reimburse the Trustee for any costs or expenses thereafter incurred by the Trustee and to compensate the
Trustee for any services thereafter rendered by the Trustee in connection with this Indenture or the Notes. The
Trustee shall hold in trust money deposited with it pursuant to this Article. It shall apply the deposited money in
accordance as directed in writing by the Company to the payment of principal of the Notes.

Section 10.02 Deposited Monies to Be Held in Trust by Trustee. Subject to Section 10.04, all monies
deposited with the Trustee pursuant to Section 10.01 shall be held in trust for the ratable benefit of the Noteholders,
and such monies shall be applied by the Trustee to the payment to the holders of the particular Notes for the
payment of which such monies have been deposited with the Trustee of all sums due and to become due thereon for
principal.

Section 10.03 Paying Agent to Repay Monies Held. Upon the satisfaction and discharge of this
Indenture, all monies then held by any paying agent of the Notes (other than the Trustee) shall, upon written request
of the Company, be repaid to the Trustee, and thereupon such paying agent shall be released from all further liability
with respect to such monies.

Section 10.04 Return of Unclaimed Monies. Subject to the requirements of applicable law, any monies
deposited with or paid to the Trustee for payment of the principal on the Notes and not applied, but remaining
unclaimed by the holders of Notes for two years (or such shorter period of time under applicable escheat law) after
the date upon which the principal of such Notes shall have become due and payable, shall be repaid to the Company
by the Trustee on written demand of the Company to the Trustee and all liability of the Trustee shall thereupon
cease with respect to such monies; and the holder of any of the Notes shall thereafter look only to the Company for
any payment that such holder may be entitled to collect unless an applicable abandoned property law designates
another Person.

Section 10.05 Reinstatement. If the Trustee is unable to apply any money in accordance with Section
10.02 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 10.01 until such time as the Trustee is permitted to
apply all such money in accordance with Section 10.02 and the Company re-deposits such money to the Trustee for
application pursuant to Section 10.02; provided that, if the Company makes any payment of principal of any Note
following the reinstatement of its obligations, the Company shall be subrogated to the rights of the holders of such
Notes to receive such payment from the money held by the Trustee.

Section 10.06 Termination of Indenture.

(a) In the event the Triggering Date has not occurred on or prior to December 31, 2009 (the
“Required Closing Date”), the Trustee and the Company agree and acknowledge that (a) the Trustee, the Custodian
and the Servicer shall immediately take action to sell the Policies then held by the Custodian, with all such proceeds
(minus any required costs or fees of such Custodian, Trustee, and Servicer) being deposited into the Net Proceeds
Account; (b) following the sale of all of the Policies, the Trustee shall apply any and all amounts accumulated in the
Policy Acquisition Account, Premium Reserve Account, Net Proceeds Account, Excess Cash Account and Project
Loan Account (collectively the “Trustee Accounts”), after deducting any fees which the Trustee is then due, shall
be applied by the Trustee to the payment of the Repayment Amount of the Notes. The Company shall be
responsible for the repayment of any and all Distributed Excess Account Funds and proceeds therefrom, which
funds shall be returned to the Excess Cash Account within ten (10) Business Days of the Required Closing Date. In

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the event the Distributed Excess Account Funds and proceeds therefrom are not returned to the Excess Cash
Account within ten (10) Business Days of the Required Closing Date in the event the Triggering Date has not
occurred prior to the Required Closing Date, the Company shall be in default of this Agreement. In the event that
there are any funds left in the Trustee Accounts following the payment of the Repayment Amount as provided in this
paragraph, such funds shall be disbursed to the Company or any designee of the Company as provided to the Trustee
in writing from an Authorized Officer. Following the disbursement of the entire amount of the Trustee Accounts,
after the repayment of the Distributed Excess Account Funds, the Indenture shall terminate.

(b) Following the Maturity Date of the Notes and the disbursement as provided below of all
of the funds in the Accounts, the Accounts shall be closed and this Indenture (other than those rights and obligations
which survive termination, as provided herein) shall terminate.

ARTICLE XI
THE NOTEHOLDERS

Section 11.01 Action by Noteholders. Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Notes may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that, at the
time of taking any such action, the holders of such specified percentage have joined therein may be evidenced (a) by
any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or
proxy appointed in writing, or (b) by the record of the Noteholders voting in favor thereof at any meeting of
Noteholders duly called and held in accordance with the provisions of Article XII, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of Noteholders. Whenever the Company or the
Trustee solicits the taking of any action by the Noteholders, the Company or the Trustee may fix in advance of such
solicitation a date as the record date for determining holders entitled to take such action. The record date shall be
not more than fifteen (15) days prior to the date of commencement of solicitation of such action.

Section 11.02 Proof of Execution by Noteholders. Subject to the provisions of Section 6.01, Section
6.02 and Section 11.04, proof of the execution of any instrument by a Noteholder or its agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in
such manner as shall be satisfactory to the Trustee. The holding of Notes as of the record date shall be proved by
the registry of such Notes or by a certificate of the Registrar.

The record of any Noteholders’ meeting shall be proved in the manner provided in Section 11.05.

Section 11.03 Who Are Deemed Absolute Owners. The Company, the Trustee, any paying agent, any
Note custodian, and any Registrar may deem the Person in whose name such Note shall be registered upon the Note
Register to be, and may treat it as, the absolute owner of such Note (whether or not such Note shall be overdue and
notwithstanding any notation of ownership or other writing thereon made by any Person other than the Company or
any Registrar) for the purpose of receiving payment of or on account of the principal of such Note and for all other
purposes; and neither the Company nor the Trustee nor any paying agent, Note custodian, nor any Registrar shall be
affected by any notice to the contrary. All such payments so made to any holder for the time being, or upon such
holder’s order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for monies payable upon any such Note.

Section 11.04 Company-owned Notes Disregarded. In determining whether the holders of the requisite
aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this
Indenture, Notes which are owned by the Company or any other obligor on the Notes or any Affiliate of the
Company or any other obligor on the Notes shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination; provided that, for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, consent, waiver or other action, only Notes which a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded and deemed not to be Outstanding. Notes so owned
which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the
pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to act with respect to such Notes and that
the pledgee is not the Company, any other obligor on the Notes or any Affiliate of the Company or any other obligor
on the Notes. In the case of a dispute as to such right, any decision by the Trustee taken in good faith shall be full

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protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an
Officers’ Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for
the account of any of the above-described Persons, and the Trustee shall be entitled to rely (and shall be fully
protected in relying) on such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact
that all Notes not listed therein are Outstanding for the purpose of any such determination.

Section 11.05 Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the
evidencing to the Trustee of the taking of any action by the holders of the percentage in aggregate principal amount
of the Notes specified in this Indenture in connection with such action, any Noteholder which is shown by the
evidence to be included in the Notes the Noteholders of which have consented to such action may, by filing written
notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided herein revoke such
action so far as concerns such Note. Except as aforesaid, any such action taken by the holder of any Note shall be
conclusive and binding upon such holder and upon all future holders and owners of such Note and of any Notes
issued in exchange or substitution therefor, irrespective of whether any notation in regard thereto is made upon such
Note or any Note issued in exchange or substitution therefor.

ARTICLE XII
MEETINGS OF NOTEHOLDERS

Section 12.01 Purpose of Meetings. A meeting of Noteholders may be called at any time and from time
to time pursuant to the provisions of this Article for any of the following purposes:

(a) to give any notice to the Company or to the Trustee or to give any directions to the
Trustee permitted under this Indenture, or to consent to the waiving of any Default or Event of Default hereunder
and its consequences, or to take any other action authorized to be taken by Noteholders pursuant to any of the
provisions of ARTICLE V;

(b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of
ARTICLE VI; or

(c) to take any other action authorized to be taken by or on behalf of the holders of any
specified aggregate principal amount of the Notes under any other provision of this Indenture or under applicable
law.

Section 12.02 Call of Meetings by Company or Noteholders. In case at any time the Company, or
Required Holders, shall have requested the Trustee to call a meeting of Noteholders, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice
of such meeting within twenty (20) days after receipt of such request, then the Company or such Noteholders may
determine the time and the place for such meeting and may call such meeting to take any action authorized in
Section 11.01 by mailing a notice of meeting. Notice of every meeting of the Noteholders, setting forth the time and
place of such meeting and in general terms the action proposed to be taken at such meeting and the establishment of
any record date pursuant to Section 10.01, shall be mailed to holders of Notes at their addresses as they shall appear
on the Note Register. Such notice shall also be mailed to the Company. Such notices shall be mailed neither less
than twenty (20) nor more than sixty (60) days prior to the date fixed for the meeting.

Any meeting of Noteholders shall be valid without notice if all Noteholders are present in person or by
proxy or if notice is waived before or after the meeting by the holders of all Notes outstanding, and if the Company
and the Trustee are either present by duly authorized representatives or have, before or after the meeting, waived
notice.

Section 12.03 Qualifications for Voting. To be entitled to vote at any meeting of Noteholders, a Person
shall (a) be a Noteholder of one or more Notes on the record date pertaining to such meeting or (b) be a Person
appointed by an instrument in writing as proxy by a Noteholder of one or more Notes on the record date pertaining
to such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Noteholders

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shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

Section 12.04 Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of Noteholders, in regard to proof of the
holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of
votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall reasonably determine.

The Company or the Noteholders calling the meeting, as the case may be, shall, by an instrument in
writing, appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the holders of majority in principal amount of the Notes represented at the
meeting and entitled to vote at the meeting.

Subject to the provisions of Section 10.04, at any meeting each Noteholder or proxy holder shall be entitled
to one vote for each $100,000,000 principal amount of Notes held or represented by him; provided that no vote shall
be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of
the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of
Notes held by him or instruments in writing as aforesaid duly designating him as the proxy to vote on behalf of other
Noteholders. Any meeting of Noteholders duly called pursuant to the provisions of Section 11.02 may be adjourned
from time to time by the holders of a majority of the aggregate principal amount of Notes represented at the meeting,
whether or not constituting a majority of the aggregate principal amount of Notes outstanding, the latter of which
shall constitute a quorum, and the meeting may be held as so adjourned without further notice.

Section 12.05 Voting. The vote upon any resolution submitted to any meeting of Noteholders shall be
by written ballot on which shall be subscribed the signatures of the holders of Notes or of their representatives by
proxy and the outstanding principal amount of the Notes held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of
all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Noteholders shall be
prepared by the secretary of the meeting, and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of
the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in
Section 11.02. The record shall show the principal amount of the Notes voting in favor of or against any resolution.
The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and
one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee,
the latter to have attached thereto the ballots voted at the meeting.

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Section 12.06 No Delay of Rights by Meeting. Nothing contained in this Article shall be deemed or
construed to authorize or permit, by reason of any call of a meeting of Noteholders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Noteholders under any of the provisions of this Indenture or of
the Notes.

ARTICLE XIII
MISCELLANEOUS PROVISIONS

Section 13.01 Provisions Binding on Company’s Successors. All the covenants, stipulations, promises
and agreements by the Company contained in this Indenture shall bind its successors and assigns whether so
expressed or not.

Section 13.02 Official Acts by Successor Corporation. Any act or proceeding by any provision of this
Indenture authorized or required to be done or performed by any officer of the Company shall and may be done and

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performed with like force and effect by the like officer of any Person that shall at the time be the lawful sole
successor of the Company.

Section 13.03 Addresses for Notices, Etc. Any notice, request, authorization, direction, consent,
waiver, demand, or other communication which by any provision of this Indenture is required or permitted to be
given or served to the Trustee, or by the Trustee or by the holders of Notes on the Company, shall be deemed to
have been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by
registered or certified mail in a post office letter box or sent by telecopy transmission addressed as follows:

If to the Company:

Grant Capital Investments, LLC

5858 Westheimer, Suite 406
Houston, Texas 77057
Fax: (936) 597-6904

With a copy to (which shall not constitute notice):

The Loev Law Firm, PC

Attn: David M. Loev
6300 West Loop South, Suite 280
Bellaire, Texas 77401
Fax: (713) 524-4122

If to the Trustee:

The Bank of New York Mellon Corporation

Attention: Corporate Trust Administration
One Wall Street
New York, New York 10286
Fax:

The Trustee, by notice to the Company, may designate additional or different addresses for subsequent
communications of the kind described above.

Any communication of the kind described above mailed to a Noteholder shall be mailed to such holder by
overnight courier, by first class mail, postage prepaid, at his address as it appears on the Note Register and shall be
sufficiently given to such holder if so mailed within the time prescribed.

Failure to mail a communication of the kind described above to a Noteholder or any defect in it shall not
affect its sufficiency with respect to other Noteholders. If such communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

Section 13.04 Governing Law. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Section 13.05 Evidence of Compliance with Conditions Precedent; Certificates to Trustee. Upon any
application or demand by the Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been complied with.

Each certificate provided for in this Indenture and delivered to the Trustee with respect to compliance with
a condition or covenant provided for in this Indenture shall include: (i) a statement that the person making such
certificate or opinion has read such covenant or condition; (ii) a brief statement as to the nature and scope of the
examination or investigation upon which the statement or opinion contained in such certificate or opinion is based;
(iii) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to

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enable him to express an informed opinion as to whether or not such covenant or condition has been complied with;
and (iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been
complied with.

Section 13.06 Legal Holidays. In any case in which the date of maturity of principal of the Notes will
not be a Business Day, then payment of such principal of the Notes shall not be made on such date, but shall be
made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the
redemption date.

Section 13.07 Company Responsible for Making Calculations. The Company will be responsible for
making all calculations required under the Notes. The Company will make these calculations in good faith and
absent manifest error; these calculations will be final and binding on the Noteholders. Promptly after the calculation
thereof, the Company will provide to the Trustee an Officers’ Certificate setting forth a schedule of its calculations,
and the Trustee is entitled to conclusively rely (and shall be fully protected in relying) upon the accuracy of such
calculations without independent verification. The Trustee will forward the Company’s calculations to any holder
upon the written request of such holder.

Section 13.08 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto and the holders of Notes any benefit or any legal or equitable right,
remedy or claim under this Indenture.

Section 13.09 Authenticating Agent. The Trustee may appoint an authenticating agent that shall be
authorized to act on its behalf, and subject to its direction, in the authentication and delivery of Notes in connection
with the original issuance thereof and transfers and exchanges of Notes hereunder, as fully to all intents and
purposes as though the authenticating agent had been expressly authorized by this Indenture and those Sections to
authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by the
authenticating agent shall be deemed to be authenticated and delivery of such Notes “by the Trustee” and a
certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy
any requirement hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent
shall at all times be a Person eligible to serve as trustee hereunder pursuant to Section 6.05.

Any Person into which any authenticating agent may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, consolidation or conversion to which any authenticating
agent shall be a party, or any Person succeeding to the corporate trust business of any authenticating agent, shall be
the successor of the authenticating agent hereunder, if such successor Person is otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating
agent or such successor Person.

Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and
to the Company. The Trustee may at any time terminate the agency of any authenticating agent by giving written
notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this
Section, the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and
obligations of the former authenticating agent under this Indenture and, upon such appointment of a successor
authenticating agent, if made, shall give written notice of such appointment of a successor authenticating agent to
the Company and shall mail notice of such appointment of a successor authenticating agent to all holders of Notes as
the names and addresses of such holders appear on the Note Register.

The Company agrees to pay to the authenticating agent from time to time such compensation for its
services as shall be agreed upon in writing between the Company and the authenticating agent.

The provisions of Section 6.05 and this Section shall be applicable to any authenticating agent.

Section 13.10 Indenture and Notes Solely Company Obligations. No recourse for the payment of the
principal of any Note, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon

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any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any
Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator,
organizer, shareholder, employee, agent, officer, director or subsidiary, as such, past, present or future, of the
Company or of any successor company, either directly or through the Company or any successor company, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as
a consideration for, the execution of this Indenture and the issue of the Notes.

Section 13.11 Execution in Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same
instrument. It shall not be necessary in making proof of this Indenture or any counterpart hereof to produce or
account for any of the other counterparts. A copy of this Indenture signed by one party and faxed or emailed to
another party shall be deemed to have been executed and delivered by the signing party as though an original. A
photocopy or PDF of this Indenture shall be effective as an original for all purposes.

Section 13.12 Severability. In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, then (to the extent permitted by law) the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

[Remainder of page left intentionally blank. Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed.

Grant Capital Investments, LLC

By:
Name: Anthony Harriott
Title: Chief Executive Officer

The Bank of New York Mellon Corporation,

as Trustee

By: _____________________________
Name: ____________________________
Title: ____________________________

Page 46 of 52
 Indenture Exhibit A

Form of Authentication Order

_____________, 2009

_______________, as Trustee
_______________
Fax: (Attention: ____________)

Ladies and Gentlemen:

You are Trustee for the Senior Discount Notes (the “Securities”) to be issued by Grant Capital Investments, LLC
(the “Company”) in an aggregate principal amount of up to $1,800,000,000, pursuant to an Indenture dated as of
___________, 2009 between you and the Company (the “Indenture”). The undersigned is an Authorized Officer of
the Company as defined in the Indenture.

There have been delivered to you, in your capacity as Trustee under the Indenture, at the address set forth above, one
or more typewritten certificate(s) evidencing the Note(s), numbered 1 up to 18, duly executed on behalf of the
Company by the signature of its Authorized Officer(s). Each Note is in the principal amount of One Hundred
Million Dollars and No Cents ($100,000,000) and is in the registered name of Cede and Co. You are directed in
your capacity as Trustee under the Indenture to authenticate the Note(s).

You are therefore directed, in your capacity as Trustee under the Indenture, to deliver the complete, authenticated
Note(s) in the principal amount of One Hundred Million dollars ($100,000,000) to The Depository Trust Company,
by overnight courier, at the following address: 55 Water Street, New York, NY 10041.

Please acknowledge receipt of the foregoing instructions by signing and returning to the undersigned a copy of this
letter by email (________@_____________.com) or fax (______________) to Grant Capital Investments, LLC,
with an original to follow by United States first class mail to the address set forth above, to Mr. ______________’s
attention.

Very truly yours,

Grant Capital Investments, LLC

By:
Name: Anthony Harriott
Title: Chief Executive Officer

Receipt of the aforementioned instructions is hereby acknowledged this ____ day of _____________________.

The Bank of New York Mellon Corporation,

not in its individual capacity, but solely as Trustee

By: ________________________________
Name: ________________________________
Title: ________________________________

Page 47 of 52
 Indenture Exhibit B

Form of Global Note

(Front of Global Note)

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE NOTE OFFERING WAS
MADE (i) OUTSIDE OF THE UNITED STATES PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION S
(“REGULATION S”) PROMULGATED UNDER THE SECURITIES ACT (ii)
AND INSIDE THE UNITED STATES TO PERSONS WHO ARE “QUALIFIED
INSTITUTIONAL BUYERS” OR ‘‘ACCREDITED INVESTORS” PURSUANT
TO RULE 144A, RULE 501a, AND RULE 506 OF REGULATION D
PROMULGATED UNDER THE ACT.

THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THE

SECURITIES MAY ONLY BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED:

(A) IN THE UNITED STATES, (1) PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT, OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY, IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OR (2) IF SOLD PURSUANT TO, AND IN ACCORDANCE
WITH, RULE 144 OR RULE 144A UNDER THE ACT; OR

(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF

REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE
WITH APPLICABLE LOCAL LAWS AND REGULATIONS.

REGISTERED

Principal sum ONE HUNDRED MILLION US DOLLARS ($100,000,000)

No. _______________

SEE REVERSE SIDE FOR CERTAIN DEFINITIONS

CUSIP NO. 387598 AA3

ISIN NO. US387598AA31

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN
AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN
THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST HEREIN, AGREE TO TREAT THE NOTES AS
INDEBTEDNESS OF THE COMPANY FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.

THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. FOR
PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH NOTE IS
$70,000,000 PER $100,000,000 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS JULY 20, 2009 AND THE COMPARABLE
YIELD IS 7.394%. HOLDERS OF THIS NOTE MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ORIGINAL
ISSUE DISCOUNT AND YIELD TO MATURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO:
GRANT CAPITAL INVESTMENTS, LLC, ATTN: RICHARD COLVIN.

GRANT CAPITAL INVESTMENTS, LLC

SENIOR DISCOUNT NOTES

GRANT CAPITAL INVESTMENTS, LLC, a Wyoming limited liability company (herein referred to as the “Company”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a
principal sum of ONE HUNDRED MILLION US DOLLARS ($100,000,000) payable on the Maturity Date at the office or
agency of the Company maintained for that purpose, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts. In the event the Triggering Date does
not occur, the initial purchase price of the Notes shall be promptly repaid as provided in the Indenture and this Note
and any rights associated with such Note shall terminate.

The Notes are Senior Discount Notes and no interest is payable on the Note to any Person.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Note.

IN WITNESS WHEREOF, the Company has caused this instrument to be signed, manually or in facsimile, by its
Authorized Officer.

Date: _______________, 2009 GRANT CAPITAL INVESTMENTS, LLC

By: __________________________
Name: Anthony Harriott
Title: Chief Executive Officer

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

The Bank of New York Mellon Corporation, not in its individual capacity,
but solely as Trustee

By: ________________________________
Name: ________________________________
Title: ________________________________

Page 49 of 52
(Reverse of Global Note)

This Note is one of the Notes of a duly authorized issue of Notes of the Company, designated as its Zero Coupon
Senior Discount Notes (herein called the “Notes”), limited in principal face amounts of One Hundred Million U.S.
Dollars (US$100,000,000) each, with a maximum aggregate offering of One Billion Eight Hundred Million U.S. Dollars
(US $1,800,000,000) of Notes to be issued and to be issued under an Indenture (such indenture, as supplemented or
amended, is herein called the “Indenture”), between the Company and the investors. The Notes are subject to all
terms of the Indenture. All terms used in this Note which are defined in the Indenture shall have the meanings
herein as assigned in the Indenture.

The Notes are secured senior obligations of the Company.

Payments made on the Notes registered in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), will be made by wire transfer in immediately available funds to the account designated by such
nominee. On the Maturity Date the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the office of Company’s agent appointed for such purposes located in Denver, Colorado.

Subject to certain limitations set forth in the Note and the Indenture, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the
Company, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
duly executed by, the Noteholder hereof or his or her attorney duly authorized in writing, and such other documents
as the Company may require, and thereupon one or more new Notes of authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.

Prior to the due presentment for registration of transfer of this Note, the Company, and any agent of the Company
may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note is overdue,
and none of the Company or any agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time
by the Company with the consent of the Required Noteholders. The Indenture also permits, under certain
circumstances, the Required Noteholders, on behalf of the Holders of all the Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note (or any one or more predecessor Notes) shall
be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note. The Indenture also permits the Trustee, when authorized by a Company Order, to
amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes
issued thereunder.

Capitalized terms used but not defined in this Note shall have the meanings assigned to such terms in the Indenture.

The Notes are issuable only in registered form, without coupons, in denominations as provided in the Indenture,
subject to certain limitations therein set forth.

These Notes shall be construed in accordance with the laws of the State New York without reference to its conflict of
law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined
in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the times, place,
and rate, and in the coin or currency herein prescribed.

Page 50 of 52
The Company agrees, and by acceptance of a Note, each beneficial Holder of a Note will be deemed to have agreed
to treat the Notes as indebtedness of the Company for U.S. federal income tax purposes that are subject to the
regulations governing debt instruments.

A Holder of Notes may obtain the amount of original issue discount, issue date and yield to maturity for the Notes,
determined by the Company pursuant to Treas. Reg. Sec. 1.1275-4, by submitting a written request for it to the
Company at the following address: GRANT CAPITAL INVESTMENTS, LLC, Attention: Treasurer.

Neither the Servicer nor the Trustee nor any of its respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the
payment of principal of this Note, or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture it being expressly understood that said covenants,
obligations and indemnifications have been made by the Company. The Holder of this Note by the acceptance hereof
agrees that in the case of an Event of Default the Holder shall have no claim against any of the entities described in
the first sentence of this paragraph for any deficiency, loss or claim therefrom.

Page 51 of 52
 Indenture Exhibit C

Monthly Payment Certificate

__________ __, 20__

The Bank of New York Mellon Corporation, as Trustee

_______________
Fax: (Attention: __________________)

Ladies and Gentlemen:

You are Trustee for the Senior Discount Notes (the “Securities”) issued by GRANT CAPITAL INVESTMENTS,
LLC, (the “Company”) in an aggregate principal amount of up to $1,800,000,000, pursuant to an Indenture between
you and the Company (the “Indenture”). Capitalized terms used but not defined in this Monthly Payment Certificate
shall have the meanings assigned to such terms in the Indenture. The undersigned is an Authorized Officer of the
Company as defined in the Indenture.

The Company is providing this Monthly Payment Certificate to you pursuant to Section 7.04(a) of the Indenture.

The Company hereby directs you, as Trustee, on the Premium Payment Date specified below or as soon thereafter as
reasonably practicable, to the extent funds are immediately available and on deposit in the Premium Reserve
Account, to disburse from the Premium Reserve Account an amount totaling the Premium Payment and servicing
fees specified below to the Servicer, whose account information and delivery instructions are specified below:

Premium Payment Date: ________________________

Premium Payment: ________________________

Servicer Account Information

and Delivery Instructions: ________________________
________________________
________________________
________________________

Servicing Fees: ________________________

The Company hereby confirms that actions you take in reliance on this Monthly Payment Certificate are authorized
by and in accordance and compliance with, and are covered by the indemnification provisions, of the Indenture.

GRANT CAPITAL INVESTMENTS, LLC

By:
Name: Anthony Harriott
Title: Chief Executive Officer

Page 52 of 52
Exhibit B

Form of Subscription Agreement

[To be attached]

- 91 -
 Subscription Agreement
July 20, 2009

Grant Capital Investments, LLC

5858 Westheimer, Suite 406
Houston, Texas 77057
Attention: Anthony Harriott

Gentlemen:

In connection with the undersigned’s purchase of Senior Discount Notes due on the date that shall be five
(5) years from the closing of the Notes as described in the Memorandum (as hereinafter defined), with a
face amount set forth on the signature page hereto (the “Notes”) of Grant Capital Investments, LLC, a
Wyoming limited liability company (the “Company”) the undersigned confirms to the Company pursuant
to this “Agreement” that:

1. Upon the terms and subject to the conditions set forth in this letter, the undersigned
hereby subscribes for and agrees to purchase from the Company, the aggregate face amount of the Notes as is
set forth on the signature page of this letter for a purchase price that shall be 70% of such face amount (the
“Purchase Price”). On the closing date of issuance of the Notes, the undersigned agrees that the Company
can release the dollar amount equal to the Purchase Price of the Notes from the Closing Escrow Account as
provided below. The undersigned acknowledges and agrees that the Company may pay to one or more
selected dealers, finders, or service providers up to 3% of the Purchase Price (which amount also includes
funds that the Company is able to use for working capital expenses, as provided in the Memorandum
(defined below)). The undersigned has heretofore deposited or simultaneously with the execution of this
letter is depositing the Purchase Price in the escrow account established by the Company with Wilmington
Trust Corporation, as Closing Escrow Agent.

2. The undersigned has received and reviewed in full a copy of the Confidential Private
Placement Memorandum, dated July 20, 2009 (including its exhibits and schedules, the “Memorandum”),
relating to the offering of the Notes described therein (the “Offering”) and the undersigned understands and
agrees that the Memorandum speaks only as of its date and that the information contained in the
Memorandum may not be correct or complete as of any time subsequent to that date.

3. The undersigned represents, acknowledges, understands and agrees that:

(a) The Notes are being offered in the United States in a transaction not involving
any public offering within the United States within the meaning of the Securities Act of 1933, as amended
(the “Securities Act”), and that the Notes will be offered in the United States only to Accredited Investors
(as such term is defined in Rule 501(a) promulgated by the United States Securities and Exchange
Commission (the “SEC”), a copy of which definition is set forth below) pursuant to Section 4(2) of the
Securities Act and/or Rule 506 promulgated by the SEC thereunder and that the Notes are being offered
outside of the United States only pursuant to Regulation S promulgated by the SEC under the Securities
Act.
(b) The Notes have not been and will not be registered under the Securities Act or
any state or other applicable securities law and the Notes, or any interest or participation therein, may not
be offered, sold, pledged or otherwise transferred unless registered pursuant to, or exempt from registration
under, the Securities Act and any state or other applicable securities law.

(c) It and/or its advisor(s), if any, have had the right to ask questions of and receive
answers from the Company and its officers and directors, and to obtain such information concerning the
terms and conditions of this offering of the Notes as it and/or its advisor(s), if any, deem necessary to verify
the accuracy of (i) the information in the Memorandum and (ii) any other information that the undersigned
deems relevant to making an investment in the Notes. The undersigned became aware of this offering of the
Notes and the Notes were offered to the undersigned solely by means of the Memorandum or by direct
contact between the undersigned or a broker-dealer registered under applicable law. The undersigned did

Page 1 of 6 Grant Capital Investments, LLC

Subscription Agreement Senior Discount Notes
not become aware of, nor were the Notes offered to the undersigned by any other means, including, in each
case, by any form of general solicitation or general advertising. In making the decision to purchase the
Notes, the undersigned relied solely on the information set forth in the Memorandum and any other
information obtained by the undersigned directly from the Company as a result of any inquiries by the
undersigned or the undersigned’s advisor(s). The undersigned acknowledges that none of the Company or
any person representing the Company has made any representation to it with respect to the Company or the
offering or sale of any Notes, other than the information contained in the Memorandum, which has been
delivered to it and upon which it is relying in making its investment decision with respect to the Notes. The
undersigned and/or its advisor(s), if any, have had access to such financial and other information
concerning the Company and the Notes as it and/or its advisor(s), if any, have deemed necessary in
connection with its decision to purchase the Notes.

(d) It acknowledges that the Notes will bear a legend to the following effect unless
the Company determines otherwise, consistent with applicable law:

“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE NOTE OFFERING
WAS MADE (i) OUTSIDE OF THE UNITED STATES PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION S
(“REGULATION S”) PROMULGATED UNDER THE SECURITIES ACT (ii)
AND INSIDE THE UNITED STATES TO PERSONS WHO ARE “QUALIFIED
INSTITUTIONAL BUYERS” OR ‘‘ACCREDITED INVESTORS” PURSUANT
TO RULE 144A, RULE 501a, AND RULE 506 OF REGULATION D
PROMULGATED UNDER THE ACT.

THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THE

SECURITIES MAY ONLY BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED:

(A) IN THE UNITED STATES, (1) PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT, OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY, IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OR (2) IF SOLD PURSUANT TO, AND IN ACCORDANCE
WITH, RULE 144 OR RULE 144A UNDER THE ACT; OR

(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF

REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE
WITH APPLICABLE LOCAL LAWS AND REGULATIONS.”

(e) If it is acquiring any Note, or any interest or participation therein, as a fiduciary

or agent for one or more investor accounts, it represents that it has sole investment discretion with respect
to such account and that it has full power to make the acknowledgments, representations and agreements
contained herein on behalf of each such account.

(f) It is either (i) (A) an Accredited Investor (as defined on Exhibit A, attached
hereto), (B) an institutional “accredited investor” (as described below), (C) aware that the sale to it is being
made in reliance on Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder, and (D) is
acquiring such Notes or any interest or participation therein for its own account or for the account of an
Accredited Investor, or (ii) is a non-“U.S. Person” (as defined in Regulation S) and is acquiring the Notes
in a transaction not subject to the registration requirement of the Securities Act by virtue of compliance
with Regulation S thereunder.

Page 2 of 6 Grant Capital Investments, LLC

Subscription Agreement Senior Discount Notes
 (g) It has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the Notes, and each of the undersigned and
any investor account for which the undersigned is acting is able to bear the economic risk of such
investment and can afford the complete loss of such investment.

(h) It was not formed for the specific purpose of acquiring the Notes.

(i) It is purchasing the Notes for its own account, or for one or more investor
accounts for which it is acting as fiduciary or agent, in each case for investment, and not with a view to, or
for offer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to any
requirements of law that the disposition of its property or the property of such investor account or accounts
be at all times within its or their control and subject to its or their ability to resell such Notes, or any interest
or participation therein as described in the Memorandum and pursuant to the provisions of the Indenture (as
defined in the Memorandum) included as an exhibit thereto.

(j) It acknowledges that transfers of the Notes or any interest or participation

therein shall otherwise be subject in all respects to the restrictions applicable thereto contained herein and n
the Securities Act and in the Indenture pursuant to which the Notes shall be issued, certain of the terms of
which are described in the Memorandum (the “Indenture”).

(k) It understands that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes and any interest therein may not be offered or sold except as
permitted in the following sentence. It agrees, on its own behalf and on behalf of any accounts for which it
is acting as hereinafter stated, that if it should sell the Notes or any interest therein, it will do so only (A) to
the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a
“qualified institutional buyer” (as defined therein and on the attached Exhibit A), (C) to an institutional
“accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf
by a U.S. broker-dealer) to the Company a signed opinion letter setting forth substantially the terms and
conditions of this agreement and, if such transfer is in respect of a principal amount of Notes, an opinion of
counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act, or (F) pursuant to an
effective registration statement under the Securities Act, and it further agrees to provide to any person or
entity purchasing the Notes or beneficial interest in the Notes from it in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

(l) It understands that, on any proposed resale of the Notes or beneficial interest
therein, it will be required to furnish to the Company such certifications, legal opinions and other
information as the Company may reasonably require to confirm that the proposed sale complies with the
foregoing restrictions. It further understands that the Notes purchased by it will bear a legend to the
foregoing effect.

(m) It is an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an investment in the Notes, and it and
any accounts for which it is acting are each able to bear the economic risk of its investment.

(n) Any transfer, resale, pledge or other transfer of the Notes contrary to the
restrictions set forth above and in the Indenture shall be deemed void ab initio.

(o) No federal or state agency has made any findings or determination as to the
fairness of the terms of this Offering for investment purposes; or any recommendations or endorsements of
the Notes.

Page 3 of 6 Grant Capital Investments, LLC

Subscription Agreement Senior Discount Notes
 4. The undersigned (please check applicable box):

Is □
Is not □

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an
affiliate of the Company.

5. The undersigned acknowledges that the Company and others will rely on the
acknowledgments, representations and warranties contained in this letter in offering and selling the Notes
in reliance upon an exemption from the registration requirements of the Securities Act and the rules and
regulations thereunder and state securities laws. The undersigned agrees to promptly notify the Company if
any of the acknowledgments, representations and warranties set forth herein are no longer accurate. The
undersigned agrees that each purchase by the undersigned of securities from the Company will constitute a
reaffirmation of the acknowledgments, representations and warranties herein (as modified by any such
notice) as of the time of such purchase.

6. The Company is entitled to rely upon this letter and is irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

7. It is acknowledged that the meaning and legal consequences of the representations and
warranties contained in this Agreement are understood and the undersigned hereby agrees to indemnify and
hold harmless the Company and each purchaser of Notes from and against any and all loss, damage, and
liability due to or arising out of a breach of any of the representations and warranties made in this
Agreement. The representations and warranties contained herein are intended to and shall survive delivery
of the Agreement.

8. The Purchase Price shall be paid to the Company’s “Closing Escrow Account” via wire
transfer simultaneously with the undersigned’s entry into this Agreement. The wiring information for the
Company’s Closing Escrow Account is below:

_____________________
_____________________
_____________________

9. This Agreement may be executed in several counterparts, each of which is an original. It

shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account
for any of the other counterparts. A copy of this Agreement signed by one party and faxed to another party
shall be deemed to have been executed and delivered by the signing party as though an original. A
photocopy of this Agreement shall be effective as an original for all purposes.

Page 4 of 6 Grant Capital Investments, LLC

Subscription Agreement Senior Discount Notes
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY
OTHER STATE.

Date: ________________, 2009 Very truly yours,

Signed:_________________________________________

Print Name:______________________________________

Company Name:__________________________________

Title:___________________________________________

Address:________________________________________

__________________________________________

__________________________________________

Name, exactly as it should appear on Note:___________________________________________

Tax Identification Number:__________________________________

Aggregate Face Amount of Notes purchased: _____________________

Aggregate Purchase Price: $___________________________

Page 5 of 6 Grant Capital Investments, LLC

Subscription Agreement Senior Discount Notes
Accepted this_______ day of __________, 2009, on behalf of Grant Capital Investments, LLC:

GRANT CAPITAL INVESTMENTS, LLC

By:
Anthony Harriott
Chief Executive Officer

Page 6 of 6 Grant Capital Investments, LLC

Subscription Agreement Senior Discount Notes
The term Accredited Investor is defined in Rule 501(a) under the Securities Act as follows:

a. Accredited investor shall mean any person who comes within any of the following categories, or
who the issuer reasonably believes comes within any of the following categories, at the time of the
sale of the securities to that person:

1. Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or
other institution as defined in section 3(a)(5)(A) of the Act whether acting in its
individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of
the Securities Exchange Act of 1934; any insurance company as defined in section
2(a)(13) of the Act; any investment company registered under the Investment Company
Act of 1940 or a business development company as defined in section 2(a)(48) of that
Act; any Small Business Investment Company licensed by the U.S. Small Business
Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;
any plan established and maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the benefit of its employees, if
such plan has total assets in excess of $5,000,000; any employee benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974 if the investment
decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is
either a bank, savings and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons that are accredited
investors;

2. Any private business development company as defined in section 202(a)(22) of the

Investment Advisers Act of 1940;

3. Any organization described in section 501(c)(3) of the Internal Revenue Code,

corporation, Massachusetts or similar business trust, or partnership, not formed for the
specific purpose of acquiring the securities offered, with total assets in excess of
$5,000,000;

4. Any director, executive officer, or general partner of the issuer of the securities being
offered or sold, or any director, executive officer, or general partner of a general partner
of that issuer;

5. Any natural person whose individual net worth, or joint net worth with that person's
spouse, at the time of his purchase exceeds $1,000,000;

6. Any natural person who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with that person's spouse in excess of $300,000 in
each of those years and has a reasonable expectation of reaching the same income level in
the current year;

7. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose
of acquiring the securities offered, whose purchase is directed by a sophisticated person
as described in Rule 506(b)(2)(ii) and

8. Any entity in which all of the equity owners are accredited investors.

Page 1 of 3 Grant Capital Investments, LLC

Exhibit A to Subscription Agreement Senior Discount Notes
The term Qualified Institutional Buyer is defined in Rule 144A under the Securities Act to include:

• Any of the following entities, acting for its own account or the accounts of other qualified institutional
buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of
issuers that are not affiliated with the entity:

A. Any insurance company as defined in section 2(a)(13) of the Act;

Note: A purchase by an insurance company for one or more of its separate accounts, as defined by
section 2(a)(37) of the Investment Company Act of 1940 (the "Investment Company Act"), which
are neither registered under section 8 of the Investment Company Act nor required to be so
registered, shall be deemed to be a purchase for the account of such insurance company.

B. Any investment company registered under the Investment Company Act or any business
development company as defined in section 2(a)(48) of that Act;

C. Any Small Business Investment Company licensed by the U.S. Small Business Administration
under section 301(c) or (d) of the Small Business Investment Act of 1958;

D. Any plan established and maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the benefit of its employees;

E. Any employee benefit plan within the meaning of title I of the Employee Retirement Income
Security Act of 1974;

F. Any trust fund whose trustee is a bank or trust company and whose participants are exclusively
plans of the types identified in paragraph (a)(1)(i)(D) or (E) of this section, except trust funds that
include as participants individual retirement accounts or H.R. 10 plans.

G. Any business development company as defined in section 202(a)(22) of the Investment Advisers
Act of 1940;

H. Any organization described in section 501(c) (3) of the Internal Revenue Code, corporation (other
than a bank as defined in section 3(a)(2) of the Act or a savings and loan association or other
institution referenced in section 3(a)(5)(A) of the Act or a foreign bank or savings and loan
association or equivalent institution), partnership, or Massachusetts or similar business trust; and

I. Any investment adviser registered under the Investment Advisers Act.

• Any dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in
the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are
not affiliated with the dealer, Provided, That securities constituting the whole or a part of an unsold
allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be
owned by such dealer;

• Any dealer registered pursuant to section 15 of the Exchange Act acting in a riskless principal
transaction on behalf of a qualified institutional buyer;

Note: A registered dealer may act as agent, on a non-discretionary basis, in a transaction with a qualified
institutional buyer without itself having to be a qualified institutional buyer.

• Any investment company registered under the Investment Company Act, acting for its own account or
for the accounts of other qualified institutional buyers, that is part of a family of investment companies

Page 2 of 3 Grant Capital Investments, LLC

Exhibit A to Subscription Agreement Senior Discount Notes
which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated
with the investment company or are part of such family of investment companies. Family of investment
companies means any two or more investment companies registered under the Investment Company Act,
except for a unit investment trust whose assets consist solely of shares of one or more registered investment
companies, that have the same investment adviser (or, in the case of unit investment trusts, the same
depositor), Provided That, for purposes of this section:

A. Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act )
shall be deemed to be a separate investment company; and

B. Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or
depositors) are majority-owned subsidiaries of the same parent, or if one investment company's
adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser
(or depositor);

• Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account
or the accounts of other qualified institutional buyers; and

• Any bank as defined in section 3(a)(2) of the Act, any savings and loan association or other institution as
referenced in section 3(a)(5)(A) of the Act, or any foreign bank or savings and loan association or
equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that
in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that
are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its
latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the
Rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding
such date of sale for a foreign bank or savings and loan association or equivalent institution.

Page 3 of 3 Grant Capital Investments, LLC

Exhibit A to Subscription Agreement Senior Discount Notes
Exhibit C

General Rules and Regulations

promulgated
under the
Securities Act of 1933

Rule 144A -- Private Resales of Securities to Institutions

Preliminary Notes

1. This section relates solely to the application of section 5 of the Act and not to antifraud or
other provisions of the federal securities laws.

2. Attempted compliance with this section does not act as an exclusive election; any seller
hereunder may also claim the availability of any other applicable exemption from the registration
requirements of the Act.

3. In view of the objective of this section and the policies underlying the Act, this section is not
available with respect to any transaction or series of transactions that, although in technical
compliance with this section, is part of a plan or scheme to evade the registration provisions of
the Act. In such cases, registration under the Act is required.

4. Nothing in this section obviates the need for any issuer or any other person to comply with the
securities registration or broker-dealer registration requirements of the Securities Exchange Act
of 1934 (the Exchange Act), whenever such requirements are applicable.

5. Nothing in this section obviates the need for any person to comply with any applicable state
law relating to the offer or sale of securities.

6. Securities acquired in a transaction made pursuant to the provisions of this section are deemed
to be restricted securities within the meaning of Rule 144(a)(3).

7. The fact that purchasers of securities from the issuer thereof may purchase such securities with
a view to reselling such securities pursuant to this section will not affect the availability to such
issuer of an exemption under section 4(2) of the Act, or Regulation D under the Act, from the
registration requirements of the Act.

a. Definitions.

1. For purposes of this section, qualified institutional buyer shall mean:

i. Any of the following entities, acting for its own account or the accounts of
other qualified institutional buyers, that in the aggregate owns and invests
on a discretionary basis at least $100 million in securities of issuers that
are not affiliated with the entity:

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 A. Any insurance company as defined in section 2(a)(13) of the Act ;

Note: A purchase by an insurance company for one or more of its

separate accounts, as defined by section 2(a)(37) of the Investment
Company Act of 1940 (the "Investment Company Act"), which are
neither registered under section 8 of the Investment Company Act
nor required to be so registered, shall be deemed to be a purchase
for the account of such insurance company.

B. Any investment company registered under the Investment

Company Act or any business development company as defined in
section 2(a)(48) of that Act;

C. Any Small Business Investment Company licensed by the U.S.

Small Business Administration under section 301(c) or (d) of the
Small Business Investment Act of 1958;

D. Any plan established and maintained by a state, its political

subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees;

E. Any employee benefit plan within the meaning of title I of the

Employee Retirement Income Security Act of 1974;

F. Any trust fund whose trustee is a bank or trust company and whose
participants are exclusively plans of the types identified in
paragraph (a)(1)(i)(D) or (E) of this section, except trust funds that
include as participants individual retirement accounts or H.R. 10
plans.

G. Any business development company as defined in section

202(a)(22) of the Investment Advisers Act of 1940;

H. Any organization described in section 501(c) (3) of the Internal

Revenue Code, corporation (other than a bank as defined in section
3(a)(2) of the Act or a savings and loan association or other
institution referenced in section 3(a)(5)(A) of the Act or a foreign
bank or savings and loan association or equivalent institution),
partnership, or Massachusetts or similar business trust; and

I. Any investment adviser registered under the Investment Advisers

Act.

ii. Any dealer registered pursuant to section 15 of the Exchange Act, acting
for its own account or the accounts of other qualified institutional buyers,
that in the aggregate owns and invests on a discretionary basis at least $10
million of securities of issuers that are not affiliated with the dealer,
Provided, That securities constituting the whole or a part of an unsold
allotment to or subscription by a dealer as a participant in a public offering
shall not be deemed to be owned by such dealer;

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 iii. Any dealer registered pursuant to section 15 of the Exchange Act acting in
a riskless principal transaction on behalf of a qualified institutional buyer;

Note: A registered dealer may act as agent, on a non-discretionary basis, in

a transaction with a qualified institutional buyer without itself having to be
a qualified institutional buyer.

iv. Any investment company registered under the Investment Company Act,
acting for its own account or for the accounts of other qualified
institutional buyers, that is part of a family of investment companies which
own in the aggregate at least $100 million in securities of issuers, other
than issuers that are affiliated with the investment company or are part of
such family of investment companies. Family of investment companies
means any two or more investment companies registered under the
Investment Company Act, except for a unit investment trust whose assets
consist solely of shares of one or more registered investment companies,
that have the same investment adviser (or, in the case of unit investment
trusts, the same depositor), Provided That, for purposes of this section:

A. Each series of a series company (as defined in Rule 18f-2 under the
Investment Company Act ) shall be deemed to be a separate
investment company; and

B. Investment companies shall be deemed to have the same adviser

(or depositor) if their advisers (or depositors) are majority-owned
subsidiaries of the same parent, or if one investment company's
adviser (or depositor) is a majority-owned subsidiary of the other
investment company's adviser (or depositor);

v. Any entity, all of the equity owners of which are qualified institutional
buyers, acting for its own account or the accounts of other qualified
institutional buyers; and

vi. Any bank as defined in section 3(a)(2) of the Act, any savings and loan
association or other institution as referenced in section 3(a)(5)(A) of the
Act, or any foreign bank or savings and loan association or equivalent
institution, acting for its own account or the accounts of other qualified
institutional buyers, that in the aggregate owns and invests on a
discretionary basis at least $100 million in securities of issuers that are not
affiliated with it and that has an audited net worth of at least $25 million
as demonstrated in its latest annual financial statements, as of a date not
more than 16 months preceding the date of sale under the Rule in the case
of a U.S. bank or savings and loan association, and not more than 18
months preceding such date of sale for a foreign bank or savings and loan
association or equivalent institution.

2. In determining the aggregate amount of securities owned and invested on a

discretionary basis by an entity, the following instruments and interests shall be
excluded: bank deposit notes and certificates of deposit; loan participations;
repurchase agreements; securities owned but subject to a repurchase agreement;
and currency, interest rate and commodity swaps.

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 3. The aggregate value of securities owned and invested on a discretionary basis by
an entity shall be the cost of such securities, except where the entity reports its
securities holdings in its financial statements on the basis of their market value,
and no current information with respect to the cost of those securities has been
published. In the latter event, the securities may be valued at market for purposes
of this section.

4. In determining the aggregate amount of securities owned by an entity and

invested on a discretionary basis, securities owned by subsidiaries of the entity
that are consolidated with the entity in its financial statements prepared in
accordance with generally accepted accounting principles may be included if the
investments of such subsidiaries are managed under the direction of the entity,
except that, unless the entity is a reporting company under section 13 or 15(d) of
the Exchange Act, securities owned by such subsidiaries may not be included if
the entity itself is a majority-owned subsidiary that would be included in the
consolidated financial statements of another enterprise.

5. For purposes of this section, riskless principal transaction means a transaction in

which a dealer buys a security from any person and makes a simultaneous
offsetting sale of such security to a qualified institutional buyer, including another
dealer acting as riskless principal for a qualified institutional buyer.

6. For purposes of this section, effective conversion premium means the amount,
expressed as a percentage of the security's conversion value, by which the price at
issuance of a convertible security exceeds its conversion value.

7. For purposes of this section, effective exercise premium means the amount,
expressed as a percentage of the warrant's exercise value, by which the sum of the
price at issuance and the exercise price of a warrant exceeds its exercise value.

b. Sales by persons other than issuers or dealers. Any person, other than the issuer or a
dealer, who offers or sells securities in compliance with the conditions set forth in
paragraph (d) of this section shall be deemed not to be engaged in a distribution of such
securities and therefore not to be an underwriter of such securities within the meaning of
sections 2(a)(11) and 4(1) of the Act.

c. Sales by Dealers. Any dealer who offers or sells securities in compliance with the
conditions set forth in paragraph (d) of this section shall be deemed not to be a participant
in a distribution of such securities within the meaning of section 4(3)(C) of the Act and
not to be an underwriter of such securities within the meaning of section 2 (11) of the
Act, and such securities shall be deemed not to have been offered to the public within the
meaning of section 4(3)(A) of the Act.

d. Conditions to be met. To qualify for exemption under this section, an offer or sale must
meet the following conditions:

1. The securities are offered or sold only to a qualified institutional buyer or to an

offeree or purchaser that the seller and any person acting on behalf of the seller
reasonably believe is a qualified institutional buyer. In determining whether a
prospective purchaser is a qualified institutional buyer, the seller and any person
acting on its behalf shall be entitled to rely upon the following non-exclusive

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 methods of establishing the prospective purchaser's ownership and discretionary
investments of securities:

i. The prospective purchaser's most recent publicly available financial

statements, Provided That such statements present the information as of a
date within 16 months preceding the date of sale of securities under this
section in the case of a U.S. purchaser and within 18 months preceding
such date of sale for a foreign purchaser;

ii. The most recent publicly available information appearing in documents

filed by the prospective purchaser with the Commission or another United
States federal, state, or local governmental agency or self-regulatory
organization, or with a foreign governmental agency or self-regulatory
organization, Provided That any such information is as of a date within 16
months preceding the date of sale of securities under this section in the
case of a U.S. purchaser and within 18 months preceding such date of sale
for a foreign purchaser;

iii. The most recent publicly available information appearing in a recognized

securities manual, Provided That such information is as of a date within
16 months preceding the date of sale of securities under this section in the
case of a U.S. purchaser and within 18 months preceding such date of sale
for a foreign purchaser; or

iv. A certification by the chief financial officer, a person fulfilling an

equivalent function, or other executive officer of the purchaser, specifying
the amount of securities owned and invested on a discretionary basis by
the purchaser as of a specific date on or since the close of the purchaser's
most recent fiscal year, or, in the case of a purchaser that is a member of a
family of investment companies, a certification by an executive officer of
the investment adviser specifying the amount of securities owned by the
family of investment companies as of a specific date on or since the close
of the purchaser's most recent fiscal year;

2. The seller and any person acting on its behalf takes reasonable steps to ensure that
the purchaser is aware that the seller may rely on the exemption from the
provisions of section 5 of the Act provided by this section;

3. The securities offered or sold:

i. Were not, when issued, of the same class as securities listed on a national
securities exchange registered under section 6 of the Exchange Act or
quoted in a U.S. automated inter-dealer quotation system; Provided, That
securities that are convertible or exchangeable into securities so listed or
quoted at the time of issuance and that had an effective conversion
premium of less than 10 percent, shall be treated as securities of the class
into which they are convertible or exchangeable; and that warrants that
may be exercised for securities so listed or quoted at the time of issuance,
for a period of less than 3 years from the date of issuance, or that had an
effective exercise premium of less than 10 percent, shall be treated as
securities of the class to be issued upon exercise; and Provided further,

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 That the Commission may from time to time, taking into account then-
existing market practices, designate additional securities and classes of
securities that will not be deemed of the same class as securities listed on a
national securities exchange or quoted in a U.S. automated inter-dealer
quotation system; and

ii. Are not securities of an open-end investment company, unit investment

trust or face-amount certificate company that is or is required to be
registered under section 8 of the Investment Company Act; and
4.

i. In the case of securities of an issuer that is neither subject to section 13 or

15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule
12g3-2(b) under the Exchange Act, nor a foreign government as defined in
Rule 405 eligible to register securities under Schedule B of the Act, the
holder and a prospective purchaser designated by the holder have the right
to obtain from the issuer, upon request of the holder, and the prospective
purchaser has received from the issuer, the seller, or a person acting on
either of their behalf, at or prior to the time of sale, upon such prospective
purchaser's request to the holder or the issuer, the following information
(which shall be reasonably current in relation to the date of resale under
this section): a very brief statement of the nature of the business of the
issuer and the products and services it offers; and the issuer's most recent
balance sheet and profit and loss and retained earnings statements, and
similar financial statements for such part of the two preceding fiscal years
as the issuer has been in operation (the financial statements should be
audited to the extent reasonably available).

ii. The requirement that the information be reasonably current will be

presumed to be satisfied if:

A. The balance sheet is as of a date less than 16 months before the

date of resale, the statements of profit and loss and retained
earnings are for the 12 months preceding the date of such balance
sheet, and if such balance sheet is not as of a date less than 6
months before the date of resale, it shall be accompanied by
additional statements of profit and loss and retained earnings for
the period from the date of such balance sheet to a date less than 6
months before the date of resale; and

B. The statement of the nature of the issuer's business and its products
and services offered is as of a date within 12 months prior to the
date of resale; or

C. With regard to foreign private issuers, the required information

meets the timing requirements of the issuer's home country or
principal trading markets.

e. Offers and sales of securities pursuant to this section shall be deemed not to affect the
availability of any exemption or safe harbor relating to any previous or subsequent offer
or sale of such securities by the issuer or any prior or subsequent holder thereof.

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Exhibit D

Form of Servicing Agreement

[To be attached]
 SERVICING AGREEMENT
(Grant Capital/ASG)

This Servicing Agreement (this "Agreement") is dated and effective as of July ___, 2009
by and between Grant Capital Investments, LLC, a Wyoming limited liability company
("Owner"), and Asset Servicing Group, LLC, an Oklahoma limited liability company ("ASG"),
as the servicer hereunder (in such capacity, the "Servicer").

RECITALS

WHEREAS, Owner desires to appoint ASG to act as the Servicer with respect to the
settlement, ongoing administration and servicing of certain life insurance policies that are from
time to time owned (including as of the date hereof), or in the process of being acquired, directly
or indirectly by Owner, and ASG desires to accept such appointment as the Servicer, all in
accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual benefits and promises herein
described, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINED TERMS; CERTAIN RULES OF CONSTRUCTION

Section 1.1. Defined Terms. Each capitalized term used but not otherwise defined
herein has the meaning given to such term in Annex 1 hereto.

Section 1.2. Usage of Terms. The words "hereof," "herein" and "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement; article, section, subsection, exhibit and schedule
references contained in this Agreement are references to articles, sections, subsections, exhibits
and schedules in or to this Agreement unless otherwise specified; all references herein to "$" are
to United States dollars unless otherwise stated; with respect to all terms in this Agreement, the
singular includes the plural and the plural the singular; words importing any gender include the
other gender; references to "writing" include printing, typing, lithography and other means of
reproducing words in a visible form; a reference herein to any agreement (including this
Agreement) or other document is to such agreement or other document (together with the
schedules, exhibits, annexes and other attachments thereto) as it may have been or may hereafter
be amended, modified, supplemented, waived or restated from time to time in accordance with its
terms (except to the extent prohibited by the terms of this Agreement); unless the context
otherwise requires, a reference herein to any party to this Agreement or any other agreement or
document includes such party’s permitted successors and permitted assigns; a reference herein to
any legislation or to any provision of any legislation includes any modification or re-enactment
thereof (including prior to the date hereof), any legislative provision substituted therefor and all
regulations and rules issued thereunder or pursuant thereto; and whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed to be followed by the
words "without limitation".
 ARTICLE II
APPOINTMENT; SERVICING STANDARD

Section 2.1. Appointment.

(a) Owner hereby appoints and engages ASG as Servicer hereunder to provide
the services described on Annex 2 hereto (the "Services"), pursuant to, and in accordance with,
the terms and provisions of this Agreement during the Servicing Term, and ASG hereby accepts
such appointment on the terms and conditions set forth in this Agreement. The Servicer will, as
an independent contractor on behalf of Owner (and not as an agent thereof), perform the Services
described on Annex 2 hereto during the Servicing Term in all cases subject to the Servicing
Standard.

Section 2.2. Servicing Standard. In performing the Services, the Servicer shall
exercise the same degree of skill and care used by other Persons of established reputation
responsible for servicing life insurance policies (and in any event at least the same degree of skill
and care as the Servicer exercises with respect to comparable assets held for its own account) and
in compliance in all material respects with all applicable Laws, including with respect to
licensing, dissemination of medical information, privacy, regulatory reporting and record keeping
(the foregoing, the "Servicing Standard"). Subject to the specific requirements and prohibitions
of this Agreement, (i) the Servicer shall perform the Services for the benefit of Owner, without
regard to any relationship which the Servicer or any Affiliate thereof may otherwise have with
any Insurer or Insured, and (ii) the Servicer shall at all times act in accordance with the
provisions of each Portfolio Policy in all material respects and observe and comply with all
applicable Laws in all material respects.

ARTICLE III
FEES AND EXPENSES

Section 3.1. Out-of-Pocket Expenses. The Servicer shall be entitled to be reimbursed

by Owner for any actual and reasonably documented Out-of-Pocket Expense reasonably incurred
by the Servicer in performing the Services to the extent either (i) such Out-of-Pocket Expense,
together with all other Out-of-Pocket Expenses incurred by the Servicer during the same calendar
month as such Out-of-Pocket Expense and for which the Servicer has been reimbursed by (or is
seeking reimbursement from) Owner, does not exceed $5,000 or (ii) the incurrence of such Out-
of-Pocket Expense has been consented to in writing by Owner (and such Out-of-Pocket Expense
does not exceed the amount stated in such written consent of Owner). Without limiting the
immediately preceding sentence, Owner agrees that it shall not unreasonably withhold, condition
or delay its consent to the incurrence by the Servicer of any Out-of-Pocket Expense reasonably
incurred (or proposed to be incurred) by the Servicer in performing the Services, and the Servicer
shall not be obligated to perform any Service hereunder to the extent such performance would
necessitate the reasonable incurrence by the Servicer of an Out-of-Pocket Expense of which the
Servicer is not entitled to reimbursement pursuant to the first sentence of this Section 3.1.

2
 Section 3.2. Fees.

(a) Owner agrees to pay to the Servicer a one-time set-up fee in the amount of
$75 in advance, in respect of each Insurance Policy that became a Portfolio Policy prior to the
current calendar month (the “Set-Up Fee”). The Servicer shall provide Owner a written invoice
for the Set-Up Fee within fifteen (15) days of the first day of each calendar month beginning in
_______________, 2009, which sets forth any Set-Up Fees due prior to the current calendar
month and Owner shall remit the Set-Up Fee to the Servicer within fifteen (15) days of receiving
such invoice.

(b) As compensation to the Servicer for performing the Services hereunder

(other than the Settlement Services and the Death Benefit Processing Services), Owner shall pay
to the Servicer a monthly fee of $58 in arrears in respect of each Insurance Policy that constituted
a Servicing Policy on at least one day during the immediately preceding calendar month (the
aggregate amount of such fees for all of the Servicing Policies with respect to a calendar month is
referred to herein as the "Monthly Servicing Fee"). The Servicer shall provide Owner with a
written invoice for the Monthly Servicing Fee on a monthly basis within fifteen (15) days of the
first day of each calendar month, beginning in ______________, 2009, which sets forth the
Monthly Servicing Fee of the immediately preceding calendar month and Owner shall remit the
Monthly Servicing Fee to the Servicer within fifteen (15) days of receiving such invoice.

(c) Without limiting Section 3.3(a) hereof, Owner shall pay to the Servicer a
fee in the amount of $495 per Insurance Policy that the Servicer performs the Settlement Services
(the aggregate amount of such fees for all of the Insurance Policies with respect to which the
Servicer has performed the Settlement Services in a calendar month is referred to herein as the
"Monthly Settlement Service Fee"); provided, that, the parties acknowledge Owner may request
the Servicer to perform the Settlement Services with respect to an Insurance Policy more than
once (e.g., in connection with its acquisition and then in connection with its disposition), in
which case such fee of $495 shall apply with respect to each such performance of the Settlement
Services. In the event Owner requests that Servicer perform the Settlement Services with respect
to an Insurance Policy, but after the Servicer has begun to perform such Settlement Services and
prior to the completion of such Settlement Services, Owner elects not to acquire such Insurance
Policy, Owner will nevertheless be obligated to pay the full Monthly Settlement Service Fee to
Servicer, including the portion of such Monthly Settlement Service Fee with respect to any such
Insurance Policy which Owner has elected to not acquire. The Servicer shall provide Owner with
a written invoice for the Monthly Settlement Service Fee on a monthly basis within fifteen (15)
days of the first day of each calendar month, beginning in _______________, 2009, which sets
forth the Monthly Settlement Service Fee of the immediately preceding calendar month and
Owner shall remit the Monthly Settlement Service Fee to the Servicer within fifteen (15) days of
receiving such invoice.

(d) Upon the Servicer completing the Death Benefit Processing Services with
respect to any Portfolio Policy, the Servicer shall be entitled to receive a fee from Owner in the
amount of $250 in respect of such Portfolio Policy (the aggregate amount of such fees for all of
the Portfolio Policies with respect to which the Servicer has completed the Settlement Services in
a calendar month is referred to herein as the "Monthly Death Benefit Processing Fee"). The
Servicer shall provide Owner with a written invoice for the Monthly Death Benefit Processing

3
Fee on a monthly basis within fifteen (15) days of the first day of each calendar month, beginning
in ____________, 2009, which sets forth the Monthly Death Benefit Processing Fee of the
immediately preceding calendar month, and Owner shall remit the Monthly Death Benefit
Processing Fee to the Servicer within fifteen (15) days of receiving such invoice.

(e) Notwithstanding anything herein to the contrary, the initial base fees of
$125, $58, $495 and $250 (the "Initial Base Fees") for the Set-Up Fee, the Monthly Servicing
Fee, the Monthly Settlement Service Fee and the Monthly Death Benefit Processing Fee,
respectively, are subject to the cost of living adjustments described in Annex 4 attached hereto.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

Section 4.1. Representations and Warranties of the Servicer. The Servicer hereby
represents and warrants to Owner on and as of the date hereof that:

(a) Organization and Good Standing. The Servicer is a limited liability

company, duly organized, validly existing and in good standing under the laws of Oklahoma and
has the limited liability company power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently conducted.

(b) Due Qualification. The Servicer has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of property or the conduct of its
business shall require such licenses or approvals and where the failure to so obtain such licenses
and approvals will have a material adverse effect on the ability of the Servicer to perform its
obligations under this Agreement.

(c) Power and Authority. The Servicer has full limited liability company
power, authority and right to execute and deliver this Agreement, and to perform its obligations
hereunder, and has taken all necessary limited liability company action to authorize the execution
and delivery of this Agreement and the performance of its obligations hereunder.

(d) Binding Obligation. This Agreement constitutes the legal, valid and
binding obligations of the Servicer enforceable against the Servicer in accordance with its
respective terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors’ rights generally or by
general principles of equity.

(e) No Conflict. Neither the execution or delivery of this Agreement by the

Servicer nor the performance by the Servicer of its obligations hereunder will (i) conflict with,
result in any breach of any of the terms or provisions of, or constitute (with or without notice or
lapse of time) a default under, the Articles of Organization or the operating agreement of the
Servicer, or (ii) conflict with or breach any of the material terms or provisions of, or constitute
(with or without notice or lapse of time) a default under, any indenture, agreement or other
instrument to which the Servicer is a party or by which it shall be bound.

(f) No Proceedings. There is no Action now pending, or to the Servicer’s

knowledge, threatened, against the Servicer (i) asserting the invalidity of this Agreement, (ii)

4
seeking to prevent the consummation of any of the transactions contemplated by this Agreement
or (iii) seeking any determination or ruling that might materially and adversely effect the
performance by the Servicer of its obligations under, or the validity or enforceability of, this
Agreement.

(g) No Consents. Neither the execution or delivery of this Agreement by the

Servicer nor the performance by the Servicer of its obligations hereunder requires to the
Servicer's knowledge any consent, waiver, Permit, Order, designation or authorization of, notice
to, or registration, filing, qualification or declaration with, any Governmental Authority or other
Person, other than any such consent, waiver, Permit, Order, designation, authorization, notice,
registration, filing, qualification or declaration (i) which has been, or will be no later than when
required to be, duly made, obtained or delivered, as applicable, (ii) which the failure to make,
obtain or deliver, as applicable, will not to the Servicer's knowledge, have a material adverse
effect on (A) any Portfolio Policy or on Owner’s right, title or interest in, to or under any
Portfolio Policy, (B) the provision of the Services hereunder or (C) the ability of the Servicer to
conduct its business or perform its obligations under this Agreement or on the earnings, business
affairs or business prospects of the Servicer or (iii) which is applicable as a result of any act or
omission by, or the status of any fact, event or circumstance pertaining to, Owner or any of its
Affiliates and not by or to the Servicer or any of its Affiliates.

(h) Compliance With Law. The Servicer has not received any notice of any
violation, or potential violation, of any such Law from any Governmental Authority or other
Person and to the Servicer's knowledge, the Servicer conducts, and at all times has conducted, its
business in compliance in all material respects with each Law applicable thereto in effect at all
relevant times.

Section 4.2. Representations and Warranties of Owner. Owner hereby represents and
warrants to the Servicer on and as of the date hereof that:

(a) Organization and Good Standing. Owner is a limited liability company ,

duly organized, validly existing and in good standing under the laws of the State of Wyoming
and has the power and authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted.

(b) Due Qualification. Owner has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of property or the conduct of its
business shall require such licenses or approvals and where the failure to so obtain such licenses
and approvals will have a material adverse effect on the ability of Owner to perform its
obligations under this Agreement.

(c) Power and Authority. Owner has full power, authority and right to
execute and deliver this Agreement, and to perform its obligations hereunder, and has taken all
necessary statutory trust action to authorize the execution and delivery of this Agreement and the
performance of its obligations hereunder.

(d) Binding Obligation. This Agreement constitutes the legal, valid and
binding obligations of Owner enforceable against Owner in accordance with its respective terms,

5
except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting creditors’ rights generally or by general principles of equity.

(e) No Conflict. Neither the execution or delivery of this Agreement by

Owner nor the performance by Owner of its obligations hereunder will (i) conflict with, result in
any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of
time) a default under, the organizational documents of Owner, or (ii) conflict with or breach any
of the material terms or provisions of, or constitute (with or without notice or lapse of time) a
default under, any indenture, agreement or other instrument to which Owner is a party or by
which it shall be bound.

(f) No Proceedings. There is no Action now pending, or to Owner’s

knowledge, threatened, against or affecting Owner (i) asserting the invalidity of this Agreement,
(ii) seeking to prevent the consummation of any of the transactions contemplated by this
Agreement or (iii) seeking any determination or ruling that might materially and adversely effect
the performance by Owner of its obligations under, or the validity or enforceability of, this
Agreement.

(g) No Consents. Neither the execution or delivery of this Agreement by

Owner nor the performance by Owner of its obligations hereunder requires, to Owner's
knowledge, any consent, waiver, Permit, Order, designation or authorization of, notice to, or
registration, filing, qualification or declaration with, any Governmental Authority or other
Person, other than any such consent, waiver, Permit, Order, designation, authorization, notice,
registration, filing, qualification or declaration (i) which has been duly made, obtained or
delivered, as applicable, (ii) which the failure to make, obtain or deliver, as applicable, will not,
to Owners' knowledge, have a material adverse effect on (A) any Portfolio Policy or on Owner’s
right, title or interest in, to or under any Portfolio Policy, (B) the provision of Services hereunder
or (C) the ability of Owner to conduct its business or perform its obligations under this
Agreement or on the earnings, business affairs or business prospects of Owner or (iii) which is
applicable as a result of any act or omission by, or the status of any fact, event or circumstance
pertaining to, the Servicer or any of its Affiliates and not by or to Owner or any of its Affiliates.

(h) Compliance With Law. Owner has not received any notice of any
violation, or potential violation, of any such Law from any Governmental Authority or other
Person and to the Owner's knowledge, Owner conducts, and at all times has conducted, its
business in compliance in all material respects with each Law applicable thereto in effect at all
relevant times.

Section 4.3. Survival; Notice of Breach. The representations and warranties set forth
in Sections 4.1 and 4.2 hereof shall survive the termination of the Servicing Term for a period of
one (1) year. Upon the Servicer having knowledge of any breach of any representation or
warranty set forth in Section 4.1 hereof, the Servicer shall provide Owner with prompt written
notice thereof. Upon Owner having knowledge of any breach of any representation or warranty
set forth in Section 4.2 hereof, Owner shall provide the Servicer with prompt written notice
thereof.

6
 ARTICLE V
CERTAIN COVENANTS OF THE PARTIES

Section 5.1. Compliance with Laws. The Servicer shall in connection with its
performance of the Services comply in all material respects with all applicable Laws. Owner
shall in connection with its acquisition, ownership and disposition of the Portfolio Policies
comply in all material respects with all applicable Laws.

Section 5.2. Insurance. During the Servicing Term, the Servicer shall maintain
insurance with respect to its operations and property and with respect to its obligations under this
Agreement which is adequate, reasonable and customary in light of the Servicer’s operations and
consistent with the Servicing Standard. The additional costs and expenses of any errors and
omissions insurance policy (the "E&O Policy") with coverage in excess of Servicer's standard
coverage of $1,000,000 shall be paid solely by the Owner within ten (10) days of receipt of a
written invoice for such additional costs and expenses.

Section 5.3. Relationship Between Servicer and Owner. The parties hereto
acknowledge and agree that the relationship between the Servicer and Owner is a contractual
relationship of an independent contractor and, except as set forth in Section 6.1(b) hereof with
respect to any money in the Premium Account (which the Servicer shall hold in trust for the
exclusive benefit of Owner), the Servicer shall not have any fiduciary duty or other implied
obligation or duty arising out of this Agreement to Owner. Nothing contained in this Agreement
shall be deemed or construed by the parties hereto or by any third party to create the relationship
of principal and agent or of partnership or of joint venture between the Servicer and its Affiliates,
on the one hand, and Owner and its Affiliates, on the other hand, and, except to the extent set
forth in Section 8.1 hereof, neither Owner nor any of its Affiliates shall be liable to any other
Person (including, without limitation, the Servicer) for any obligation or liability of, or claim
against, the Servicer of any kind whatsoever (whether or not arising out of or otherwise in
connection with this Agreement). Further, except to the extent set forth in Section 8.2 hereof,
neither the Servicer nor any of its Affiliates shall be liable to any other Person (including,
without limitation, Owner) for any obligation or liability of, or claim against, Owner of any kind
whatsoever (whether or not arising out of or otherwise in connection with this Agreement).

Section 5.4. Further Assurances. Each party hereto shall use its reasonable, good faith
efforts to take, or cause to be taken, all actions that are, and to do, or cause to be done, and to
assist and cooperate with the other party hereto in doing, all things that are, necessary, proper or
otherwise advisable under all applicable Laws to more fully affect the purposes of this
Agreement.

Section 5.5. Disclaimer By Servicer. Owner acknowledges and agrees that:

(a) by entering into this Agreement, the Servicer makes no implied or actual
determination, statement or approval as to (i) the viability or enforceability of any Insurance
Policy or insurance document, (ii) the insurability of any individual or (ii) Owner’s decision to

7
(or to not) purchase or otherwise acquire, provide premium financing, finance or sell or otherwise
dispose of any Insurance Policy;

(b) the Servicer shall not be responsible or liable for (i) any amount of
expected or anticipated death benefits or other maturity proceeds under any Portfolio Policy in
the event that the Insurer thereof denies such benefit or claim or (ii) the validity, perfection,
priority, continuation or value of any death benefit or maturity proceeds of any Portfolio Policy,
or of any security interest or the value or collectibility of the same; or (iii) any life expectancy
reports or other reports which Servicer obtains from any third party for the benefit of Owner,
including without limitation, any subcontracting of outside firms to provide any services beyond
those identified herein which may be requested by Owner; and

(c) unless otherwise agreed in writing, (i) the Servicer will not undertake to
verify or otherwise be responsible or liable for any errors, inaccuracies, omissions or shortfalls in
any Premium Payment Schedule and (ii) the Servicer will not be liable or responsible for paying
premiums with respect to any Portfolio Policy other than in accordance with the terms of the
related Premium Payment Schedule and this Agreement.

Section 5.6. Investigative Services. The Servicer shall not, nor is expected to, perform
any investigative service in connection with the Tracking Services. However, the Servicer and
Owner may from time to time separately agree upon the performance by the Servicer of certain
investigative services on a separate fee basis. These services may include the sub-contracting of
outside firms that specialize in investigative services. Should the Servicer find or determine that
the performance of any investigative service on an individual Insured is not possible or is
unreasonably difficult, the Servicer, with the consent of Owner, shall be permitted to terminate
such investigative service on that Insured with no penalty or fee attached thereto, other than the
loss to the Servicer of a fee for investigation of that Insured. If Owner unreasonably withholds
its consent to terminate any such investigative service, the Servicer may do so in its sole
discretion without penalty or fee.

Section 5.7. One-Time Payment. Owner agrees that within ten (10) days following its
receipt of an invoice from the Servicer, Owner shall pay to the Servicer an aggregate amount of
$5,000, representing the initial start-up costs and expenses associated with this Agreement.

ARTICLE VI
ESTABLISHMENT OF ACCOUNT

Section 6.1. Establishment of Premium Account.

(a) On the date hereof, the Servicer shall establish one commercial checking
account at the Deposit Bank, (such account, the "Premium Account").

(b) The Servicer acknowledges and agrees that notwithstanding anything

contained herein to the contrary, all amounts in the Premium Account at any time are being held
in trust for the exclusive benefit of Owner pursuant to, and in accordance with the terms of, this
Agreement, and no such amount shall constitute an asset or property of the Servicer (or of ASG
or any Affiliate thereof). Except to the extent required by applicable Law, the Servicer shall not
subject the Premium Account (or any money therein) to, or cause the Premium Account (or any

8
money therein) to be the subject of, any right of deduction, set-off, banker’s lien, counterclaim,
defense, recoupment or other lien or encumbrance of any kind in favor of the Servicer or any
other Person. The Servicer shall not commingle amounts in the Premium Account with any other
funds of the Servicer or any other Person.

Section 6.2. Deposits and Withdrawals.

(a) The Servicer shall deposit into the Premium Account any and all amounts
that may from time to time be delivered to the Servicer by or on behalf of Owner for deposit into
the Premium Account. The Servicer shall withdraw funds from the Premium Account from time
to time as described in paragraph 2(c) of Annex 2 hereto.

(b) If the Servicer receives any death benefits, proceeds and other amounts
with respect of any Portfolio Policy (whether from an Insurer or otherwise), the Servicer shall
promptly deposit such funds in the Premium Account.

(c) Upon termination of the Servicing Term or upon written instruction

provided to the Servicer by Owner from time to time, the Servicer shall, within two (2) Business
Days of such termination or the Servicer’s receipt of such instruction (or such later date specified
in such instruction), withdraw all funds (or such other amount(s) specified in such instruction)
from the Premium Account and transfer such funds to an account designated by Owner from time
to time in immediately available funds.

(d) The Servicer shall only withdraw or otherwise disburse amounts from the
Premium Account in accordance with the terms of this Agreement.

Section 6.3. Activity Report. The Servicer shall provide Owner with online access to
the daily balance of, each deposit to, and each withdrawal from, the Premium Account.

ARTICLE VII
CONFIDENTIALITY

Section 7.1. General Duty. The Servicer agrees that all documentation, materials and
information provided by or on behalf of, or made available by or on behalf of, Owner for the
performance of the Servicer’s obligations hereunder shall be used solely for the purposes
contemplated or permitted by this Agreement and that all such documentation, information and
materials provided by or on behalf of Owner to the Servicer shall be deemed proprietary; all
information and materials shall be received, utilized, and maintained in confidence. All of the
Servicer’s methods, information and documentation are proprietary to the Servicer and shall be
maintained in confidence by Owner and its Affiliates.

Section 7.2. Reasonable Precautions. The Servicer shall take such reasonable
precautions as may be reasonably necessary to protect such documentation, information and
materials from disclosure to others or from use by itself or others for any purpose inconsistent
with this Agreement.

Section 7.3. Dissemination of Certain Information. The Servicer shall materially

comply with all Laws affecting the Services, including but not limited to Laws regarding the

9
privacy of any Insured and the maintenance of all information obtained by Owner and/or the
Servicer in the performance of their duties in accordance with applicable Laws concerning the
dissemination of such information; provided, that, the Servicer may disclose such information to
competent judicial or regulatory authorities in response to a written request therefrom for such
information; provided, however, that (a) the Servicer shall not disclose such information to such
judicial, regulatory or other governmental authorities before the date set forth in such request
therefor; and (b) the Servicer shall provide Owner with prompt notice of such request, providing
a reasonable period of time for each party to seek judicial or other relief before such information
is disclosed.

ARTICLE VIII
LIMITATION OF LIABILITY

Section 8.1. In no event will Servicer, its directors, officers, shareholders, employees,
attorneys, agents, assigns or successors-in-interest be liable to Owner for any indirect, special,
incidental, punitive, exemplary or consequential damages of any kind whatsoever, arising out of
or relating to this Agreement whether based on an action or claim in contract, restitution, equity,
negligence, tort or otherwise.

Section 8.2. The liability of Servicer, its directors, officers, shareholders, employees,
attorneys, agents, assigns or successors-in-interest to Owner for any direct damages in any way
arising out of or relating to this Agreement whether based on an action or claim in contract,
restitution, equity, negligence, tort or otherwise, will not exceed, in the aggregate, an amount
equal to the profits realized by Servicer under this Agreement during the twelve (12) month
period prior to the filing date of such action or claim.

ARTICLE IX
REMOVAL AND RESIGNATION OF THE SERVICER

Section 9.1. Term; Termination. This Agreement:

(a) will continue until sixty (60) months from the date of this Agreement, but
shall be automatically renewed for consecutive one year terms thereafter unless either party is
notified in writing by the other party to the contrary at least ninety (90) days prior to the next
succeeding termination date of this Agreement; provided, however, that notwithstanding the
foregoing, if the Servicer has notified Owner in writing that it has elected not to renew the
contract, that the termination shall not be effective and this Agreement shall continue to be in
force on the same terms and conditions as the immediately preceding term except that all fees
during such extended period shall be twice the fees charged during the immediately preceding
term until a replacement servicer has been engaged by Owner; provided, further, that if no
replacement servicer has accepted appointment within forty-five (45) days following the
respective term of this Agreement, the Servicer may, at the sole cost of Owner, petition any court
of competent jurisdiction for the appointment of a replacement servicer;

(b) may be terminated by Owner or the Servicer by delivery of written notice

to the other of a change in any applicable Law that causes it to be illegal for such party to
continue performing under this Agreement; provided, however, if such change in Law only

10
affects the performance with respect to one or more Portfolio Policies but not all of the Portfolio
Policies, or one or more of the Services but not all of the Services, this Agreement shall continue
to be in force with respect to each Portfolio Policy and/or Service as to which such performance
is then still legal under all applicable Laws;

(c) may be terminated by Owner effective immediately upon receipt of

written notice by the Servicer if the Servicer fails to perform or observe any of the covenants,
conditions or agreements to be performed or observed by it hereunder and such failure shall
continue for a period in excess of thirty (30) calendar days after written notice thereof is given by
Owner to the Servicer;

(d) may be terminated by the Servicer effective immediately upon receipt of

written notice by Owner, if any of the following occur:

(i) Owner fails to perform or observe any of the covenants, conditions or

agreements to be performed or observed by it hereunder and such
failure shall continue for a period in excess of thirty (30) calendar days
after written notice thereof is given by the Servicer to Owner;

(ii) any insolvency event shall occur with respect to Owner; or

(iii) Owner fails to pay the Monthly Servicing Fee, the Monthly Settlement
Service Fee, the Monthly Death Benefit Processing Fee or any other
fees owing to the Servicer hereunder within ten (10) calendar days
after the due date therefor; and

Section 9.2. Cooperation. In connection with any termination hereunder pursuant to

Section 9.1 hereof, the Servicer shall, at no cost or material disruption to Servicer, reasonably
cooperate with Owner and each successor servicer (if any) as reasonably requested from time to
time by or on behalf of Owner in furtherance of such termination and the transition of the
servicing of the related Portfolio Policies (or any Insurance Policy that was formerly a Portfolio
Policy), including, without limitation, with respect to the transfer of any amounts in the Premium
Account. Without limiting the foregoing, following the termination of this Agreement, the
Servicer shall at the Owner's sole cost and expense, transfer all files to Owner (or to a designee
thereof) if so requested in writing or destroy all files and records retained by the Servicer in
connection with the performance of its duties and obligations under this Agreement, unless
otherwise required by Law.

ARTICLE X
MISCELLANEOUS

Section 10.1. Entire Agreement. This Agreement contains the entire agreement and
understanding of the parties with respect to the subject matter hereof and is the complete and
exclusive statement of the terms of such agreement and supersedes (and in entering into this
Agreement, the parties expressly disclaim any reliance on) any and all prior negotiations,
discussions, correspondence, communications, representations, understandings, proposals, drafts
and agreements, written or oral, between the parties hereto relating to the subject matter hereof,

11
all of which are merged into this Agreement. No prior drafts of this Agreement and no words or
phrases from any such prior drafts shall be admissible into evidence in any action or proceeding
involving this Agreement.

Section 10.2. Amendments; Waivers; Consents. This Agreement may be amended,

modified, supplemented or restated only by a written instrument executed by each of the parties
hereto. The terms of this Agreement may be waived only by a written instrument executed by
the party waiving compliance. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent or other breach,
whether or not similar, and no such waiver shall operate or be construed as a continuing waiver
unless so provided. No delay on the part of any party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, and no single or partial exercise of any
right, power or privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder.

Section 10.3. Successors and Assigns; No Third-Party Beneficiaries. This Agreement

shall inure to the benefit of, and be binding upon, the parties hereto and their respective
successors and assigns; provided, however, neither party hereto may assign any of its rights, or
delegate any of its obligations, under this Agreement without the prior written consent of the
other party hereto (which consent may not be unreasonably withheld, conditioned or delayed),
and any such purported assignment or delegation without such consent shall be void. Nothing in
this Agreement shall confer upon any Person, other than a party to this Agreement or a party’s
permitted successor or permitted assign, any rights or remedies of any nature or kind whatsoever
under or by reason of this Agreement.

Section 10.4. Severability. Any provision hereof which is prohibited or unenforceable

in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. To the fullest extent permitted by applicable Law, the parties hereby
waive any provision of Law which may render any provision hereof prohibited or unenforceable
in any respect.

Section 10.5. Notices. Any notice or other communication given, delivered or made
hereunder shall be in writing and shall be given by (i) personal delivery, (ii) overnight courier
service or certified or registered mail, in each case return receipt requested, (iii) facsimile or (iv)
electronic mail, to the following addresses:

if to the Servicer, to:

Asset Servicing Group, LLC

521 West Wilshire
2nd Floor
Oklahoma City, Oklahoma 73116
Attn: H. Thomas Moran
Sheri Townsend
Telephone: (405) 753-9100

12
 Facsimile No.: (405) 753-9397
Email: tmoran@[Link]
stownsend@[Link]

with copy to:

Phillips Murrah, P.C.

Corporate Tower, 13th Floor
101 N. Robinson
Oklahoma City, OK 73102
Attn: Mel R. McVay
Sally A. Hasenfratz
Telephone: (405) 235-4100
Facsimile: (405) 235-4133
Email: mrmcvay@[Link] and
sahasenfratz@[Link]

or to such other persons or at such other addresses as the Servicer may have
furnished to Owner in writing; and

if to Owner, to:

Grant Capital Investments, LLC

8001 Hills Parkway
Montgomery, TX 77316
Attention: Richard Colvin
Telephone: 281-796-9360
Email: skip@[Link]

with a copy to:

David Loev
The Loev Law Firm, PC
6300 W. Loop South
Suite 280
Houston, TX 77401
Facsimile: (713) 524-4122
Telephone: (713) 524-4110
Email:dloev@[Link]

or to such other persons or at such other addresses as Owner may have furnished
to the Servicer in writing.

Any such notice or other communication shall be deemed to have been given, delivered or made
as of the date received; provided, however, any notice of breach, service of process, notice of an
indemnification claim or other similar communication shall not be deemed to have been given,

13
delivered or made until the date such notice, service of process or other communication is
received by a means of delivery described in clause (i) or (ii) of the first sentence of this Section
10.5.

Section 10.6. Governing Law; Consent to Jurisdiction; Service of Process.

(a) This Agreement shall be governed by and construed under the Laws of the
State of Oklahoma (without regard to any conflicts of laws rules that might apply the Laws of
any other jurisdiction).

(b) Each of the parties hereto hereby irrevocably consents and agrees that any
action, suit or proceeding with respect to any matter arising under or relating to this Agreement
or the subject matter hereof shall be brought in the United States District Court of the Western
District of Oklahoma sitting in Oklahoma City (or if jurisdiction is not available in such Court,
then in the State Court of Oklahoma sitting in Oklahoma City) and each of the parties hereby
irrevocably accepts and submits, for itself and in respect of its properties, to the exclusive
jurisdiction of such court in personam, generally and unconditionally, with respect to any such
action, suit or proceeding. Each of the parties hereby irrevocably consents to the service of
process in any such action, suit or proceeding by the mailing of a copy thereof by registered or
certified mail, postage prepaid, to such party at the address specified in Section 10.5 hereof for
notices to such party. In addition to or in lieu of any such service, service of process may also be
made in any other manner permitted by applicable Law. Each of the parties hereby irrevocable
and unconditionally waives any objection or defense which it may now or hereafter have to the
laying of venue to any such action, suit or proceeding in the United States District Court of the
Western District of Oklahoma sitting in Oklahoma City (or if jurisdiction is not available in such
court, then in the State Court of Oklahoma sitting in Oklahoma City) and hereby irrevocably and
unconditionally waives and agrees not to plead or claim that such action, suit or proceeding has
been brought in such Court has been brought in an inconvenient forum.

Section 10.7. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES ITS
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. EACH
PARTY HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH
BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY.
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY
AND ALL DISPUTES THAT MIGHT BE FILED IN ANY COURT AND THAT MAY
RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ALL
COMMON LAW AND STATUTORY CLAIMS. EACH PARTY FURTHER REPRESENTS
AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL. IN
THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

Section 10.8. Headings. The headings preceding the text of the sections and subsections
hereof are inserted solely for convenience of reference and shall not constitute a part of this
Agreement nor shall they affect its meaning, construction or effect. Owner and the Servicer

14
agree that any rule of law or any legal decisions that would require interpretation of any claimed
ambiguities in this Agreement against the party that drafted it has no application and is expressly
waived.

Section 10.9. Counterparts. This Agreement may be executed in separate counterparts,

each of which shall be deemed an original, but such counterparts shall together constitute but one
and the same Agreement.

[signature page follows]

15
 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

OWNER:

GRANT CAPITAL INVESTMENTS, LLC

a Wyoming limited liability company

By: _______________________________
Richard Colvin, CEO

ASSET SERVICING GROUP, LLC

an Oklahoma limited liability company

By: _______________________________
H. Thomas Moran II, Manager

16
 ANNEX 1
DEFINED TERMS

"Action" means any claim, action, suit, proceeding, arbitral action, governmental inquiry,
criminal prosecution or other investigation, whether or not filed or commenced in any court or
tribunal.

"Affiliate" of a specified Person means any other Person that (at the time when the
determination is made) directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such specified Person. As used in the foregoing
sentence, the term "control" (including, with correlative meaning, the terms "controlling,"
"controlled by" and "under common control with") means the power to direct the management
and/or the policies of a Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.

"Agreement" has the meaning given to such term in the preamble hereto.

"ASG" has the meaning given to such term in the preamble hereto.

"Base Fees" means the Initial Base Fees as adjusted by the CPI from time to time.

"Business Day" means a day other than (i) a Saturday, (ii) a Sunday or (iii) a day on
which commercial banks in the City of Oklahoma City, Oklahoma are authorized or required to
be closed for business.

"CPI" the Consumer Price Index, United States, all Urban Consumer, all Items (1967-
100) as published by the United States Department of Labor Bureau of Statistics.

"Death Benefit Processing Services" means, collectively, the Services described in

paragraphs 4(a) through (c) of Annex 2 hereto.

"Deposit Bank" means Kirkpatrick, in Oklahoma City, Oklahoma.

"E&O Policy" has the meaning given to such term in Section 5.2 hereof.

"Governmental Authority" means any local, state, federal or foreign government or any
agency, bureau, board, commission, court, department, political subdivision, tribunal or other
instrumentality of any such government.

"Hourly Rates" means the Initial Hourly Rates as adjusted by the CPI from time to time.

"Initial Base Fees" has the meaning described in Section 3.2(d).

"Initial Hourly Rates" has the meaning described in Annex 4.

"Insurance Policy" means any life insurance policy.

Annex 1
Page 1 of 4 pages
 "Insured" means a natural person who is named as an insured on an Insurance Policy.

"Insurer" means, with respect to an Insurance Policy, the insurance company that is
obligated to pay the death benefit upon the death of the related Insured (or upon the death of a
second Insured thereunder, in the case of a joint Insurance Policy) pursuant to the terms of such
Insurance Policy.

"Law" means any law, statute, rule, regulation, ordinance, treaty and other
pronouncement having the effect of law of any Governmental Authority.

"Loss" means any loss, liability, claim, cost, damage, tax, penalty, interest or fine,
whether or not arising out of a third party claim, including reasonable attorneys’ fees and other
out-of-pocket costs and expenses.

"Monthly Servicing Fee" has the meaning given to such term in Section 3.2(b) hereof.

"Monthly Settlement Service Fee" has the meaning given to such term in Section 3.2(c)
hereof.

"Monthly Death Benefit Processing Fee" has the meaning given to such term in Section
3.2(d) hereof.

"Order" means any writ, judgment, decree (including any consent decree), injunction or
similar order issued, promulgated or entered by or with any Governmental Authority (in each
such case whether preliminary or final).

"Out-of-Pocket Expense" means an actual out-of-pocket cost or expense incurred by the

Servicer, other than any cost or expense incurred by the Servicer in the ordinary course of
performing the Services and operating its business. Without limiting the immediately preceding
sentence, it is expressly agreed that Out-of-Pocket Expenses may include (i) the salary and/or
overtime wages of Servicer’s employees, at the rates identified on Annex 4 hereof, to the extent
relating to the performance of a Service which is beyond routine monitoring and ordinary
administration of the Portfolio or which is the result of a specific request by Owner hereunder;
(ii) costs or expenses of the Servicer including those owed to any of its Affiliates, provided that
such costs and expenses are consistent with those charged by unrelated third parties; and (iii) the
costs or expenses of the Servicer engaging any unrelated third party to provide life expectancy
reports or other services beyond those identified herein on a subcontract basis, if and as
requested by Owner.

"Owner" has the meaning given to such term in the preamble hereto.

"Permit" means each license, permit, certificate of authority, authorization, approval,

registration, franchise and similar consent granted or issued by any Governmental Authority.

"Person" means any natural person, corporation, general partnership, limited partnership,
limited liability company, limited liability partnership, proprietorship, business or statutory trust,
trust, union, association, instrumentality, Governmental Authority or other entity, enterprise,
authority, unincorporated organization or business organization.
Annex 1
Page 2 of 4 pages
 "Policy Information" has the meaning given to such term in paragraph 5(a) of Annex 2
hereto.

"Portfolio Policy" means an Insurance Policy that is owned directly or indirectly by

Owner (including, but not limited to, by a securities intermediary on behalf of Owner) and as to
which Owner has provided the Servicer with written notice during the Servicing Term that such
Insurance Policy constitutes a Portfolio Policy; provided, however, a Settlement Policy shall
automatically become a Portfolio Policy, without Owner having to deliver such a notice, upon
the earlier of (i) Servicer receiving confirmation from the applicable Insurer that the Person
designated as the new owner of such Settlement Policy in the change of ownership form
submitted to such Insurer pursuant to paragraph 1(b) of Annex 2 hereto has been recorded by
such Insurer as the new owner of such Settlement Policy; or (ii) the Servicer commencing the
premium tracking and Premium Payment services described in Paragraph 2 of Annex 2 with
respect to such Insurance Policy; provided, further, that an Insurance Policy shall cease to be a
Portfolio Policy for all purposes of this Agreement upon the date upon which the full amount of
the death benefit payable pursuant to the terms of such Insurance Policy is received by Owner.

"Premium Account" has the meaning given to such term in Section 6.1(a) hereof.

"Premium Due Date" has the meaning given to such term in paragraph 2(b) of Annex 2
hereto.

"Premium Payment" has the meaning given to such term in paragraph 2(b) of Annex 2
hereto.

"Premium Payment Schedule" means, with respect to each Portfolio Policy, a schedule of
premium payments to be made in respect of such Portfolio Policy (including the dates upon
which such payments are due), which such schedule (i) shall be delivered to the Servicer by or
on behalf of Owner upon, or promptly following, such Insurance Policy becoming a Portfolio
Policy and (ii) may be updated from time to time by the delivery to the Servicer of one or more
subsequent schedules by or on behalf of Owner.

"Servicer" has the meaning given to such term in the preamble hereto.

"Services" has the meaning given to such term in Section 2.1 hereof.

"Servicing Policy" means any Insurance Policy that constitutes a Portfolio Policy;
provided, however, an Insurance Policy shall not constitute a Servicing Policy (even if it
constitutes a Portfolio Policy) from and after the date upon which the Servicer obtains
knowledge (either from Owner or a third-party) of the death of the Insured under such Insurance
Policy (or of the death of the second Insured under such Insurance Policy, if such Insurance
Policy is a joint Insurance Policy).

"Servicing Standard" has the meaning given to such term in Section 2.2 hereof.

"Servicing Term" means the period beginning on the date of this Agreement and ending
upon the termination of this Agreement as provided in Article IX.

Annex 1
Page 3 of 4 pages
 "Set-Up Fee” has the meaning given to such term in Section 3.2(a) hereof.

"Settlement Package" has the meaning given to such term in paragraph 1 of Annex 2
hereto.

“Settlement Policy" has the meaning given to such term in paragraph 1 of Annex 2
hereto.

"Settlement Services" means, collectively, the Services described under paragraph 1 of

Annex 2 hereto.

"Tracking Services" means, collectively, the Services described in paragraph 3 of Annex

2 hereto.

Annex 1
Page 4 of 4 pages
 ANNEX 2
SERVICES

The Servicer shall, as an independent contractor on behalf of Owner, provide the Settlement
Services with respect to each Settlement Policy and manage, service and administer each
Portfolio Policy by providing the following other Services, in all cases subject to the Servicing
Standard:

1. Settlement Services. The Servicer shall facilitate Owner’s acquisition and disposition of
Insurance Policies from time to time as reasonably directed by or on behalf of Owner.
With respect to any Insurance Policy which Owner proposes to acquire (directly or
indirectly) from time to time (each such Insurance Policy, a "Settlement Policy"), the
Servicer shall promptly, after the Servicer’s receipt of the transaction documents relating
to a Settlement Policy and a document checklist in form and substance reasonably
satisfactory to Servicer (collectively, the "Settlement Package"), review such transaction
documents and complete the applicable document checklist, and return the same to
Owner.
2. Premium Tracking and Premium Payment.
(a) The Servicer shall (i) monitor insurance premium and other invoices and notices
received by Servicer from the Insurers with respect to the Portfolio Policies and
(ii) promptly notify Owner if any such invoice or notice from any such Insurer
states that a Portfolio Policy has lapsed or will lapse or is in a state of default or
grace.
(b) On or before the twentieth (20th) day of each calendar month occurring after the
date of this Agreement, the Servicer shall provide Owner with a statement which,
based on each applicable Premium Payment Schedule, (i) identifies each Portfolio
Policy (other than a Portfolio Policy with respect to which a death benefit claim
has been properly submitted to the applicable Insurer) for which a premium
payment is due during the next succeeding calendar month and (ii) indicates the
date upon which each such premium payment is due (each, a "Premium Due
Date") and the amount of such premium payment (the "Premium Payment")
required to be paid on such Premium Due Date.
(c) If there is a Premium Due Date (based on the applicable Premium Payment
Schedule) with respect to an Insurance Policy occurring during the period
beginning on the date such Insurance Policy becomes a Portfolio Policy and
ending on the last day of the calendar month immediately following the calendar
month in which such Insurance Policy becomes a Portfolio Policy, the Servicer
shall, promptly following such Insurance Policy becoming a Portfolio Policy (and
in any event prior to such Premium Due Date), provide Owner with a statement in
respect of such Insurance Policy which includes the information described in
clauses (i) and (ii) of paragraph 2(b) above.
(d) Provided that there are sufficient funds available in the Premium Account, the
Servicer shall, unless otherwise instructed in writing by Owner, remit to the
applicable Insurer the Premium Payment due on each Premium Due Date with

Annex 2
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 respect to a Portfolio Policy (other than a Portfolio Policy with respect to which a
death benefit claim has been properly submitted to the applicable Insurer). Such
remittance shall be made to the respective Insurer in immediately available funds
or by check. In the event there are insufficient funds available in the Premium
Account to so pay the Premium Payment due on a Premium Due Date, the
Servicer shall promptly notify Owner.
(e) For each Premium Due Date with respect to a Portfolio Policy (other than a
Portfolio Policy with respect to which a death benefit claim has been properly
submitted to the applicable Insurer), (i) if the respective Premium Payment was
remitted to the applicable Insurer by check, the Servicer shall confirm that such
check was cashed and if it is determined that such check was not so cashed, the
Servicer will take the reasonably necessary acts to confirm with such Insurer that
(A) such Premium Payment is credited to the correct Portfolio Policy account and
(B) after giving effect to such Premium Payment, such Portfolio Policy has not
lapsed or is in any state of grace or default, or will lapse or enter into any state of
grace or default prior to the next scheduled Premium Due Date (based upon the
Premium Payment Schedule) and (ii) if the respective Premium Payment was
remitted to the applicable Insurer in immediately available funds, the Servicer
shall confirm with such Insurer that (A) such Premium Payment was received by
such Insurer and credited to the correct Portfolio Policy account and (B) after
giving effect to such Premium Payment, such Portfolio Policy has not lapsed or is
in any state of grace or default, or will enter into any state of grace or default prior
to the next scheduled Premium Payment Date (based upon the Premium Payment
Schedule).
3. Insured Tracking. The Servicer shall make or attempt to make contact with each Insured
under a Servicing Policy on an annual basis in order to determine whether such Insured is
alive. Contact method options include, but are not limited to, telephone, facsimile
transmission, email or other electronic communication, written communication via mail
service and/or any available database with or about an Insured, an Insured’s physician(s)
and/or a designated contact.
4. Death Benefit Processing.
(a) The Servicer shall, following its verification of the death of an Insured under a
Portfolio Policy, take all reasonable action (consistent with the Servicing
Standard) to obtain a death certificate with respect to such Insured, which death
certificate shall include, if available, the cause of death. The Servicer shall
provide Owner with written notice of the death of each Insured under a Portfolio
Policy within five (5) Business Days of the Servicer receiving a verified
notification of death with respect to such Insured.
(b) The Servicer shall, following its verification of the death of an Insured under a
Portfolio Policy (or of the second Insured under a Portfolio Policy that is a joint
Insurance Policy), take all reasonable action (consistent with the Servicing
Standard) to obtain and complete all necessary death benefit forms with respect to
such Portfolio Policy and to obtain, on behalf of Owner, the death benefit payable
under such Portfolio Policy, including, without limitation, by using reasonable

Annex 2
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 efforts (consistent with the Servicing Standard) to resolve any contestability issue;
provided, however that the Owner shall agree in writing to pay to the Servicer
such additional fees and Out-of-Pocket Costs as reasonably determined by the
parties as a condition precedent to the Servicer’s efforts relating to the resolution
of any contestability issues. The Servicer shall notify Owner of the denial of any
claim for a death benefit within three (3) Business Days of the Servicer’s receipt
of a notice thereof. If the Servicer, through the exercise of reasonable efforts
(consistent with the Servicing Standard), cannot collect the full death benefit with
respect to any Portfolio Policy, the Servicer shall so inform Owner and describe
the efforts taken to collect such death benefit.
(c) If the Servicer shall receive any check or other similar instrument as payment for
such death benefits or other proceeds, the Servicer shall endorse such check or
other similar instrument and shall deposit the proceeds thereof into the Premium
Account, and in furtherance of the foregoing, Owner hereby grants to the Servicer
a revocable power of attorney to take in the name of Owner all lawful steps
necessary or otherwise advisable to endorse or otherwise realize upon any such
check or other similar instrument for the purposes of depositing the proceeds
thereof into the Premium Account. Notwithstanding the foregoing, if the Servicer
is not permitted or otherwise able to so endorse any such check or other
instrument, the Servicer shall promptly forward it to Owner. The Servicer shall
notify Owner within two (2) Business Days of its receipt of any death benefit or
other proceeds in respect of any Portfolio Policy.
(d) Owner acknowledges that the Servicer does not guarantee any specific time period
for the receipt of a death certificate from a Governmental Authority, or for the
receipt of proceeds in respect of a Portfolio Policy from the applicable Insurer, as
Governmental Authorities and Insurers vary in their response times and
requirements.
5. Administrative Services. The Servicer shall perform the following administrative
Services in respect of the Portfolio Policies:
(a) maintain a database relating to all of the Portfolio Policies which contains all
material data, identified in each Settlement Package (the "Policy Information") as
provided to the Servicer by Owner and/or other respective parties, necessary for
the Servicer’s performance of the Services, which will include: (i) the policy
number; (ii) the Insurer; (iii) current contact information and social security
numbers of each Insured under a Portfolio Policy; (iv) current contact information
of each contact person for each Insured under a Portfolio Policy; (v) name and
current contact information of the primary care physician of each Insured under a
Portfolio Policy; (vi) the current life status of each Insured under a Portfolio
Policy; and (vii) the Premium Payment Schedule, including a record of each
Premium Payment that has been paid (and the date upon which such payment was
made) to the relevant Insurer;
(b) obtain an updated policy illustration for each Servicing Policy on an annual basis
(or more frequently as directed by Owner; provided that Owner shall agree in
writing to pay to Servicer such additional fees and Out-of-Pocket Costs as

Annex 2
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 reasonably determined by the parties as a condition precedent to the Servicer’s
obtaining additional updated policy illustrations) within thirty (30) days after each
anniversary of the issue date of such Servicing Policy; provided, that, to the extent
the obtainment of any such policy illustration requires Owner to execute any
document, the Servicer shall be excused from obtaining such policy illustration if
Owner does not execute such document following a written request of the
Servicer;
(c) without limiting paragraph 6 below, provide Owner with one or more standardized
monthly reports, setting forth the items described on Annex 3 hereto, by no later
than the fifteenth (15th) Business Day of every calendar month;
(d) promptly provide Owner and its designees, upon the reasonable request of Owner
made with at least five (5) Business Days prior written notice from time to time
but not more frequently than twice (2) annually and for durations not in excess of
three (3) consecutive Business Days each, access to the Policy Information and to
any other records and information maintained by the Servicer pursuant to this
Agreement (other than the identity and resources applicable to the methods in
which the Servicer provides the tracking services identified in Section 3 of Annex
2; which is considered Servicer’s proprietary information) with respect to any
Portfolio Policy, or any Insured thereunder or Insurer thereof, and shall,
contingent upon Owner paying to Servicer such additional fees and Out-of-Pocket
Costs as reasonably requested by Servicer, deliver to Owner such reports with
respect thereto as Owner reasonably requests, and shall permit Owner and its
designees to reasonably monitor and audit the Servicer’s performance of the
Services at no cost (other than Out-of-Pocket Costs approved and paid by Owner)
or disruption to Servicer; and
(e) respond to inquiries from, and communicate as necessary or otherwise appropriate
with, the Insurers relating to the Portfolio Policies and Owner.
6. Notices With Respect to Certain Matters. Without limiting paragraph 5(c) above:
(a) The Servicer shall deliver to Owner, within five (5) Business Days after receipt, a
copy of each material written notice or other letter or document received by the
Servicer (other than invoices and other information which is not material to the
status of a Portfolio Policy) in connection with a Portfolio Policy, the Services or
the other transactions contemplated by this Agreement from any Insurer, Insured,
Governmental Authority or arbitrator.
(b) The Servicer shall deliver to Owner, within five (5) Business Days after the
transmission thereof by the Servicer, a copy of each material written notice or
other letter or document (other than premium payments) given by the Servicer in
connection with a Portfolio Policy, the Services or the other transactions
contemplated hereby to any Insurer, Insured, Governmental Authority or
arbitrator.
(c) The Servicer shall deliver to Owner, promptly upon (and in any event within five
(5) Business Days after) receiving written notice of any threatened or pending
Action by or before any Governmental Authority or arbitrator which (i) involves

Annex 2
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 or affects any Portfolio Policy or this Agreement or the transactions contemplated
hereby, (ii) in any manner challenges the validity or enforceability of any
Portfolio Policy or this Agreement or (iii) in any manner challenges or seeks to
restrain or prohibit the transactions contemplated by this Agreement, in each case,
a notice setting forth the details thereof and any action the Servicer is taking or
proposes to take with respect thereto.
(d) The Servicer shall deliver to Owner, within five (5) Business Days after receiving
written notice of any material adverse change, or of any fact, event or
circumstance that would reasonably be expected to result in a material adverse
change, in the ability of the Servicer to perform any Service or to otherwise
comply with any of its obligations under this Agreement, a notice setting forth the
details thereof and the action the Servicer is taking or proposes to take with
respect thereto.

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 ANNEX 3
CONTENTS OF MONTHLY REPORT

1. A list of all of the Portfolio Policies, identifying with respect to each Portfolio Policy (i)
the name of each Insured thereunder, (ii) the Insurer thereof, (iii) the policy number
thereof, (iv) the face amount thereof and (v) the date of issuance thereof.
2. A list specifying the amount of all premiums which were paid with respect to each
Portfolio Policy since the previous report (or the date of this Agreement, in the case of the
first report), and each date upon which such payment was made.
3. A list of any death benefits applied for since the previous report (or the date of this
Agreement, in the case of the first report).
Any reports requested by Owner (other than described above) are subject to the reasonable
discretion of Servicer in accordance with the Servicing Standard and the payment of such
additional fees and Out-of-Pocket Costs as reasonably agreed by the parties.

Annex 3
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 ANNEX 4
OUT-OF-POCKET COSTS
and
CPI Adjustments

I. For the period through December 31, 2009, the hourly rate of ASG’s employees shall be
$55.00 per hour, except as hereafter designated:

Accounting/IT rates $ 95.00

General Counsel $125.00
Sheri Townsend $125.00
H. Thomas Moran, II $195.00 (such hourly rates are collectively, the "Initial
Hourly Rates")

Commencing January 1, 2010, the Initial Hourly Rates for all such employees and other
personnel of ASG shall be adjusted based on the cost of living as hereafter described.

II. CPI Adjustments. The Initial Base Fees and the Initial Hourly Rates shall each be
adjusted annually effective on January 1, 2010 and thereafter on each January 1 throughout the
Servicing Term and such adjustment shall be determined with reference to the Consumer Price
Index, United States, All Urban Consumers, All Items (1967-100) ("CPI"), as published by the
United States Department of Labor, Bureau of Labor Statistics (the "Index"). The Initial Base
Fees and the Initial Hourly Rates, as adjusted by the CPI from time to time are the "Base Fees"
and "Hourly Rates", respectively. In determining each annual January 1 CPI adjustment, the
"Beginning Index" shall be the Index published as of November, 2008 and the "Adjustment
Index" shall be the Index published as of November, for each succeeding year during the
Servicing Term of the Agreement. The Base Fees, and Hourly Rates for each twelve (12) month
period commencing with each January 1 adjustment date shall equal the product of (i) such
initial rates; times (ii) a fraction, the numerator of which is the Adjustment Index for the next
preceding November and the denominator of which is the Beginning Index. In no case, however,
should the Base Fees and Hourly Rates determined with respect to any adjustment date be less
than the applicable rate or fee determined with respect to any prior adjustment date. If the Index
is hereafter revised or discontinued, the parties shall agree on a similar index to be used
thereafter.

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Exhibit E

Form of Escrow Agreements

[To be attached]
 NOTES ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the “Agreement”) is entered into this ____ day of
______, 2009, by and among GRANT CAPITAL INVESTMENTS, LLC, a Wyoming limited
liability company (the “Company”), and THE BANK OF NEW YORK MELLON
CORPORATION (the “Escrow Agent”).

WITNESSETH:

WHEREAS, the Company proposes to offer and sell to eligible subscribers up to

$1,800,000,000 principal amount of Senior Discount Notes of the Company (the “Notes”), at a
price of $65,000,000 per $100,000,000 principal amount Notes, in an offering (the “Offering”) to
be made in reliance on certain exemptions from the registration provisions of the Securities Act
of 1933, as amended (the “Securities Act”); and

WHEREAS, pursuant to the terms of a Confidential Private Placement Memorandum

dated July 20, 2009 (the “Offering Memorandum”), the Company intends to offer for sale
$1,800,000,000 in principal amount of such Notes; and

WHEREAS, the terms of the Offering require that the proceeds received from
subscribers be deposited into escrow until such time as subscriptions for $1,800,000,000 in
principal amount of the Notes (at least $1,170,000,000 in aggregate actual cash subscriptions)
(the “Minimum Amount”) has been deposited into escrow, and thereafter during the term of the
Offering until such time as subscriptions are subsequently accepted by the Company; and

WHEREAS, the Escrow Agent has consented to act as escrow agent subject to the
conditions and requirements set forth herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as
follows:

1. Appointment of Escrow Agent. The Company hereby appoints the Escrow Agent to
act as the escrow agent hereunder, and the Escrow Agent hereby accepts such appointment. The
Escrow Agent agrees to deposit all funds received by it in accordance with Section 7 below into
the Escrow Account and to hold and release the funds in the Escrow Account in accordance with
the terms hereof.

2. Establishment of Escrow Account. The Company shall establish a deposit account

with the Escrow Agent entitled "Escrow Account of Grant Capital Investments, LLC”, as Escrow
Agent for Subscriptions for Senior Discount Notes of Grant Capital Investments, LLC” (the
“Escrow Account").

3. Rights, Responsibilities and Obligations of Escrow Agent

a. The Escrow Agent shall have no responsibility, obligation, duty (including

fiduciary duty) or liability hereunder, except those expressly provided for in this Agreement.

1
Under no circumstances shall the Escrow Agent be personally liable for any representation,
warranty, covenant or indebtedness of the Company.

b. The Escrow Agent shall not have any duty or liability with respect to the
administration of the Company and no implied obligations shall be inferred from this Agreement
on the part of the Escrow Agent. The Escrow Agent shall not be liable for the acts or omissions
of the Company. The Escrow Agent shall have no responsibility, obligation, duty (including
fiduciary duty), or liability to any person with respect to any action taken, suffered, or omitted to
be taken by it in good faith under this Agreement and shall in no event be liable hereunder except
for its gross negligence or willful misconduct.

c. No reference in this Agreement to any other agreement shall be construed or

deemed to enlarge the responsibilities, obligations, duties, or liabilities of the Escrow Agent set
forth in this Agreement, and the Escrow Agent is not charged with the knowledge of any other
agreement.

d. The Escrow Agent shall be protected in relying upon the truth of any statement
contained in any notice, and without inquiry as to any other facts, that appear to be genuine and
to be signed by the proper person or persons, and is entitled to believe all signatures are genuine
and that any person signing any document who claims to be duly authorized, is in fact so
authorized.

e. The Escrow Agent shall be entitled to act on any instruction given to it in writing
by the Company. The Escrow Agent shall have no liability to any person or entity for any act or
omission by it in good faith in accordance with the directions of the Company.

f. The Escrow Agent shall be entitled to act in accordance with any court order or
other final determinations by any governmental authority with jurisdiction of the matter.

g. The Escrow Agent shall have no responsibility to make payments out of the
Escrow Account in an amount in excess of the amount of good funds deposited in the Escrow
Account, together with any earnings thereon, at the time any payment is to be made. The Escrow
Agent shall not be liable for any interest thereon or for any loss as a result of an investment of
the funds held in escrow by it in accordance with this Agreement.

h. In the event that the Escrow Agent should at any time be confronted with
inconsistent claims or demands from the Company and any other person, the Escrow Agent shall
have the right, but not the obligation, to file an interpleader action in any court of competent
jurisdiction within the State of New York, to which jurisdiction the Company hereby agrees to
submit, and request that such court determine the rights of the Company and all other persons
with respect to this Agreement, and upon doing so, the Escrow Agent automatically shall be
released from any obligations or liabilities as a consequence of any such claims or demands. In
the event of any uncertainty as to the Escrow Agent’s duties hereunder, the Escrow Agent may
refuse to act under the provisions of this Escrow Agreement pending order of a court of
competent jurisdiction; and the Escrow Agent shall have no liability to the Company or to any
other person as a result of such action. Any such legal action may be brought in such court as

2
the Escrow Agent shall determine to have jurisdiction thereof. The filing of any such legal
proceedings shall not deprive the Escrow Agent of compensation earned prior to such filing.

i. The Escrow Agent (i) may, at the expense of the Company, execute any of its
powers or responsibilities hereunder and exercise any rights hereunder either directly or by or
through its agents or attorneys and the Escrow Agent shall not be liable for the default or
misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the
Escrow Agent in good faith, and (ii) may, at the expense of the Company, consult with counsel,
accountants and other experts, and it shall not be liable for anything done, suffered or omitted in
good faith by it in accordance with the advice or opinion of any such counsel, accountants or
other experts. Nothing in this Agreement shall be deemed to impose upon the Escrow Agent any
duty to qualify to do business or to act as a fiduciary or otherwise in any jurisdiction. The
Escrow Agent shall not be responsible for and shall not be under a duty to examine or pass upon
the validity, binding effect, execution or sufficiency of this Agreement or of any agreement
amending or supplementing this Agreement or any other agreement.

j. No provision of the Agreement shall require the Escrow Agent to expend or risk
its personal funds or otherwise incur any financial liability in the performance of its rights or
duties hereunder, if the Escrow Agent shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured or provided to it.

k. The Escrow Agent shall not be personally responsible for or in respect of the
genuineness, form or value of the property, the validity or sufficiency of this Agreement or for
the due execution hereof by the Company.

l. In the event that the Escrow Agent is unsure of the course of action to be taken by
it hereunder, the Escrow Agent may request instructions from the Company and to the extent the
Escrow Agent follows such instructions in good faith it shall not be liable to any person. In the
event that no instructions are provided within the time requested by the Escrow Agent, it shall
have no duty or liability for its failure to take any action or for any action it takes in good faith.

m. The Escrow Agent shall not have any duty or obligation to manage, make any
payment with respect to, register, license, record, sell, dispose of, or otherwise deal with the
Escrow Account or the Company, or to otherwise take or refrain from taking any action under, or
in connection with, this Agreement or any document contemplated hereby, except as expressly
provided by the terms of this Agreement or in any document or written instruction received by
Escrow Agent; and Escrow Agent shall have no responsibility for any filing or recording,
including filing any financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien granted to it or the
Company or to prepare or file any filing for the Company or the subscribers, or to prepare any
tax forms, returns or reports or to record any document.

n. In performing any of the Escrow Agent’s duties hereunder, the Escrow Agent
shall not incur any liability to anyone for any damages, losses or expenses, except for willful
default, breach of trust, or gross negligence, and accordingly the Escrow Agent shall not incur
any such liability with respect to any action taken or omitted (1) in good faith upon advice of the

3
Escrow Agent’s counsel given with respect to any questions relating to the Escrow Agent’s
duties and responsibilities under this Escrow Agreement, or (2) in reliance upon any instrument,
including any written instrument or instruction provided for in this Escrow Agreement, not only
as to its due execution and validity and effectiveness of its provisions, but also as to the truth and
accuracy of information contained therein, which the Escrow Agent shall in good faith believe to
be genuine, to have been signed or presented by a proper person or persons and to conform to the
provisions of this Escrow Agreement.

4. Compensation of Escrow Agent

Escrow Agent shall be entitled to compensation for its services rendered as agreed to in a
separate fee arrangement agreed to by the Company and the Escrow Agent on or prior to the date
hereof.

5. Indemnification of Escrow Agent

The Escrow Agent and its partners, directors, managers, employees, and members
(collectively, the "Agent Parties") shall be indemnified and held harmless by the Company
against any cost, expense, liability, fine, judgment, claim or charge (collectively, a "loss") made
against or incurred by it by reason of any action or failure to act in connection with any of the
transactions contemplated by this Agreement, and against any loss the Escrow Agent may sustain
in carrying out the terms of this Agreement, including, without limitation, the Escrow Agent’s
unpaid fees and expenses (including reasonable legal fees and expenses incurred in connection
with any matter related to the performance of the Escrow Agent’s duties hereunder), but
excluding any loss the Escrow Agent may sustain as a result of its gross negligence, bad faith or
willful misconduct.

6. Termination and Resignation

a. This Agreement shall terminate upon final disbursement of all funds held in the
Escrow Account in accordance with the provisions of Section 8 hereof. The indemnification
provisions set forth herein shall survive the termination hereof.

b. The Escrow Agent may resign at any time and be discharged from its duties as
Escrow Agent hereunder by giving the Company not fewer than thirty (30) days prior notice
thereof. As soon as practicable after its resignation, the Escrow Agent shall turn over to a
successor escrow agent appointed by the Company all monies held hereunder upon presentation
of the document appointing a new escrow agent and its acceptance thereof. If no new escrow
agent is so appointed within the thirty (30) day period following such notice of resignation, the
Escrow Agent may designate its successor by written notice to the Company so long as such
successor is a bank or trust company and provided such successor must agree in writing to be
bound by this Agreement. Upon the designation of such successor escrow agent, the resigning
Escrow Agent shall be released from any and all liabilities arising thereafter provided that such
successor escrow agent agrees to be bound by the terms and provisions of this Agreement. If no
successor escrow agent is appointed within 30 days, Escrow Agent reserves the right to forward
this matter, and all monies in the Escrow Account, to a court of competent jurisdiction at the
expense of the Company.

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 7. Receipt and Deposit of Funds Into Escrow Account

The Company shall direct all subscribers to submit their subscription funds to the Escrow
Agent by wire transfer of immediately available funds pursuant to the following wire transfer
instructions:

____________________ BANK
ABA#: _____________
____________________
A/C: _______________
____________________
____________________
____________________
FOR FURTHER CREDIT TO A/C: _______________
FOR FINAL CREDIT TO ___________ – _______________________
as the Escrow Agent for Subscriptions for Senior Discount Notes of Grant Capital
Investments, LLC

In addition, the Company shall direct all subscribers to send to the Company their signed
and dated subscription agreement for the Notes (the “Subscription Agreement”) containing the
name of the subscriber, the subscriber’s address and the principal amount of Notes desired to be
purchased and the purchase price of such Notes. After receipt of one or more Subscription
Agreements, the Company shall promptly forward to the Escrow Agent at the address stated
below a report showing the name of the subscriber and the time and date that the Subscription
Agreement was received. The Escrow Agent shall deposit in the Escrow Account all funds from
subscribers received by the Escrow Agent. Funds received from subscribers shall only be
invested as permitted under SEC Rule 15c2-4. The Escrow Agent shall invest all monies
deposited in the Escrow Account.

8. Release of Funds From Escrow Account

The Escrow Agent shall hold all funds received from the Offering pursuant to the terms
of this Agreement, until (a) the Escrow Agent receives payments from subscribers in the
Offering in the Minimum Amount or more, and (b) the Escrow Agent has received a written
affidavit of an officer of the Company certifying that all conditions to the closing of the purchase
of Notes (collectively, the “Escrow Conditions”) have been satisfied. Upon satisfaction of the
Escrow Conditions, the Escrow Agent shall promptly disburse all funds held in the Escrow
Account to the Company pursuant to a wire transfer of immediately available funds pursuant to
the following wire transfer instructions:

____________________ BANK
ABA#: _____________
____________________
A/C: _______________
____________________
____________________

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 ____________________
Reference: _______________: Senior Discount Notes of Grant Capital Investments,
LLC

In the event that the Escrow Conditions are not satisfied on or before February 28, 2010 (unless
such date is changed by the Company in the Company’s sole discretion and the Escrow Agent
receives a written affidavit of an officer of the Company certifying the new date on or before
February 28, 2010, in which case such new date shall replace “February 28, 2010” where it first
appears in this sentence), the Escrow Agent shall issue a refund check or wire transfer to each
subscriber in the amount of the collected funds received from the subscriber without any interest
earned thereon, minus reasonable fees associated with the Offering. Such interest, if any, shall be
retained by the Escrow Agent and applied to the Escrow Agent’s outstanding fees and expenses.

9. Collection Procedure

The Escrow Agent is hereby authorized to deposit the collected proceeds into the Escrow
Account. If the Company rejects any subscription for which the Escrow Agent has already
collected funds, upon written direction of the Company, the Escrow Agent shall promptly issue a
refund check or wire transfer to the rejected subscriber in the amount of the collected funds,
minus reasonable fees associated with the Offering. If the Company rejects any subscription for
which the Escrow Agent has not yet collected funds, upon written direction of the Company, the
Escrow Agent shall promptly issue a check or wire transfer in the amount of the subscriber’s
subscription to the rejected subscriber after the Escrow Agent has collected such funds. If the
Escrow Agent has not yet collected funds of a rejected subscriber, upon written direction of the
Company the Escrow Agent shall promptly remit the subscriber’s wire transfer directly to the
subscriber.

10. Notices

All notices provided for herein shall be in writing, shall be hand delivered or delivered by
facsimile machine or by any express courier, shall be deemed given when received, and shall be
addressed to the Company and the Escrow Agent at their respective addresses as follows:

To the Company: Grant Capital Investments, LLC

5858 Westheimer, Suite 406
Houston, Texas 77057
Attention: Richard Colvin, COO
Facsimile No.: (936) 597-6904

To the Escrow Agent: The Bank of New York Mellon Corporation

Attention: Corporate Trust Administration
One Wall Street
New York, New York 10286
Facsimile No.

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 11. Parties Bound

This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Company and the Escrow Agent.

12. Amendment

This Agreement cannot be modified, amended, supplemented, or changed, nor can any
provision hereof be waived, except by a written instruction executed by the Company and the
Escrow Agent.

13. Assignment

Neither party may assign its rights and/or obligations under this Agreement without the
written consent of the Company and the Escrow Agent, which consent shall not be unreasonably
withheld.

14. Applicable Law

This Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York.

15. Severability

If at any time subsequent to the date hereof, any provision of this Agreement shall be
held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision
shall have no effect upon and shall not impair the enforceability of any other provision of this
Agreement.

[SIGNATURE PAGE FOLLOWS]

7
 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed the day and year first above written.

GRANT CAPITAL INVESTMENTS, LLC

By:
Name:
Title:

THE BANK OF NEW YORK MELLON

CORPORATION

By:
Name:
Title:

8
 POLICIES ESCROW AGREEMENT

This Policies Escrow Agreement, (this “Agreement”), is made this ____ day of 2009, (the
“Effective Date”) by and between GRANT CAPITAL INVESTMENTS, LLC, a Wyoming
limited liability company, (“Company”), and THE BANK OF NEW YORK MELLON
CORPORATION (“Escrow Agent”).

RECITALS

WHEREAS, Company and Escrow Agent have entered in that certain Indenture
Agreement (the “Indenture”), attached hereto and incorporated herein as Exhibit A, whereby
Company will sell Senior Discount Notes and acquire a portfolio of certain Life Settlement
policies (the “Portfolio”), on the terms and subject to the conditions set forth in the Indenture.

WHEREAS, pursuant to the Indenture, Company is required to deposit with the Escrow
Agent, good funds in the amount of ONE BILLION TWO HUNDRED AND SIXTY MILLION-
and 00/00 Dollars ($2,260,000,000.00)(the “Escrow Funds”), to be held by the Escrow Agent on
the terms and conditions set forth herein and in the Indenture; and

WHEREAS, the Company desires to deliver this Agreement and place the Escrow Funds
in escrow, with the Escrow Agent, on the terms and conditions set forth herein; and

WHEREAS, the Escrow Agent desires to act as the Escrow Agent with respect to the
deposit of the Escrow Funds and hold the Escrow Funds for the benefit of the Company,
pursuant to the terms and conditions of this Agreement appointment pursuant to the terms and
conditions of this Agreement.

NOW THEREFORE, for and in consideration of the mutual benefits herein contained
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I
DEFINED TERMS

Section 1. Defined Terms. Each capitalized term used but not otherwise defined
herein has the meaning given to such term in the Indenture.

Section 1.1. Usage of Terms. The words “hereof,” “herein” and “hereunder” and
words of similar import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; article, section, subsection, exhibit and
schedule references contained in this Agreement are references to articles, sections, subsections,
exhibits and schedules in or to this Agreement unless otherwise specified; all references herein to
“$” are to United States dollars unless otherwise stated; with respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words importing any
gender include the other gender; references to “writing” include printing, typing, lithography and
other means of reproducing words in a visible form; a reference herein to any agreement

1
(including this Agreement) or other document is to such agreement or other document (together
with the schedules, exhibits, annexes and other attachments thereto) as it may have been or may
hereafter be amended, modified, supplemented, waived or restated from time to time in
accordance with its terms (except to the extent prohibited by the terms of this Agreement); unless
the context otherwise requires, a reference herein to any party to this Agreement or any other
agreement or document includes such party’s permitted successors and permitted assigns; a
reference herein to any legislation or to any provision of any legislation includes any
modification or re-enactment thereof (including prior to the date hereof), any legislative
provision substituted therefor and all regulations and rules issued thereunder or pursuant thereto;
and whenever the words “include,” “includes” or “including” are used in this Agreement, they
shall be deemed to be followed by the words “without limitation”.

ARTICLE II
DEPOSIT OF ESCROW FUNDS

Section 2. Escrow Deposit. Pursuant to the terms of the Indenture, and upon the sale
of certain Notes, the Company will deposit the Escrow Funds with the Escrow Agent, to be held
and released pursuant to the terms and conditions of this Agreement and the Indenture. The
Escrow Agent shall place the Escrow Funds in an interest bearing account, held at The Bank of
New York Mellon Corporation. Until released in accordance with the provisions hereof and/or
the Indenture, such funds shall be held for the benefit of the Company. It is hereby agreed that
the Escrow Agent will not be liable or responsible for the collection of the proceeds of any check
payable or endorsed to Escrow Agent hereunder.

ARTICLE III
RELEASE OF ESCROW FUNDS

Section 3. The Escrow Agent shall release the Escrow Funds on the earliest of the
following to occur and as follows:

a. Consummation of Purchase. In the event of the purchase of all or a part of

the Portfolio, in accordance with the Indenture, then the Company shall execute and deliver to
the Escrow Agent written instructions for the release of all or a portion of the Escrow Funds.
The Escrow Agent shall continue to hold the remaining amount of the Escrow Funds (if any) and
the Escrow Agent shall promptly comply with such written instructions.

b. Failure to Consummate Purchase. In the event:

(i) the Company elects not to purchase the Portfolio or a portion

thereof, then Company shall execute and deliver to Escrow Agent written instructions for the
return of the Escrow Funds to the Noteholders as provided in the Indenture. Escrow Agent will
promptly comply with such written instructions; or

(ii) in the event the Triggering Date has not occurred on or prior to
December 31, 2009, the Escrow Agent shall take action to return the Escrow Funds (and any
other funds which the Escrow Agent shall receive from the Company or the Trustee in

2
connection with the sale of the Portfolio) pro rata to the Noteholders, after deducting any fees
which the Escrow Agent is due.

ARTICLE IV
DUTIES AND RESPONSIBILITIES OF ESCROW AGENT

Section 4. In performing its duties and responsibilities hereunder, Escrow Agent shall
be entitled to rely upon the following:

a. Escrow Agent shall be fully protected from all liability, loss, cost, damage
or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification,
affidavit, demand, notice, opinion, instrument or other writing delivered to it hereunder without
being required to determine the authenticity of such document, the correctness of any fact stated
therein, the propriety of the service thereof or the capacity, identity or authority of any party
purporting to sign or deliver such document.

b. Escrow Agent shall be under no duty or obligation to give any notice, or to

do or omit the doing of any action with respect to the Escrow Funds, except to make the
disbursements of the Escrow Funds in accordance with the terms hereof. This Agreement sets
forth all the obligations of Escrow Agent with respect to any and all matters pertinent to the
escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied
from the terms of this Agreement or any other agreement. The duties of the Escrow Agent
hereunder are purely administrative in nature. Escrow Agent shall neither be responsible for or
under, nor chargeable with the knowledge of, the terms and conditions of any other agreement,
instrument or document in connection herewith, including, without limitation, the Indenture, and
shall be required to act in respect of the Escrow Funds only as provided in this Agreement.

c. Escrow Agent shall incur no liability in connection with the discharge of

its obligations under this Agreement or otherwise in connection therewith, and Escrow Agent
shall not be liable for any error in judgment or any act or steps taken or permitted to be taken in
good faith, or for any mistake of law or fact, or for anything it may do or refrain from doing in
connection with this Agreement, except for its own willful misconduct or gross negligence. In
furtherance of and without limiting the generality of the foregoing, Escrow Agent shall incur no
liability whatsoever in respect of the selection of the account into which the Escrow Funds shall
be placed or the interest paid thereon, including, without limitation, any liability for the rate or
timing of the receipt of the interest thereof or for the loss resulting from the need to withdraw the
Escrow Funds prior to some fixed date; provided, however, the Escrow Agent agrees to invest
the Escrow Funds only in cash equivalents, including money market funds.

d. The Escrow Agent shall not be required to inquire in the propriety of the
Escrow Funds deposited or delivered hereunder, nor shall the Escrow Agent be required to
investigate any other matter or arrangement by and among the Company and the Noteholders.

e. The Escrow Agent shall not be responsible or liable for any failure or
delay in the performance of its obligations under this Escrow Agreement arising out of or caused
by, directly or indirectly, forces beyond its reasonable control, including without limitation, any

3
delay, error, omission or default of any mail, telegraph, cable, or wireless agency or operator, or
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear
or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software or hardware) services, or the acts or edicts of any
government or governmental agency or other group or entity exercising governmental powers.

ARTICLE V
FEES

Section 5. Fees. The Company shall pay Escrow Agent the amount of _______ for
the services rendered by the Escrow Agent.

ARTICLE VI
DISPUTE RESOLUTION

Section 6. Dispute Resolution: Right of Interpleader. Escrow Agent is acting as a

stakeholder only with respect to the Escrow Funds. Notwithstanding anything herein to the
contrary, in the event any controversy arises between or among a party hereto, or any other
person, firm or entity, or if Escrow Agent is in doubt as to what action to take, Escrow Agent
shall not be required to make any delivery or take any action, but in such event Escrow Agent
may, at its option, (i) withhold delivery of the Escrow Funds until receipt of instructions in
writing signed by all parties which have, or claim to have, an interest in the Escrow Funds, (ii)
withhold delivery of the Escrow Funds until the controversy is resolved, or (iii) institute a bill of
Interpleader or similar proceeding to determine the rights of the parties (in which case Escrow
Agent shall withhold delivery of the Escrow Funds until paid into the applicable Court in
accordance with applicable law). Escrow Agent may require, as a condition to the disposition of
the Escrow Funds pursuant to written instructions, indemnifications and/or opinions of counsel,
in form and substance satisfactory to Escrow Agent, from each party providing such instructions.

The Escrow Agent may, but shall be under no duty whatsoever to, institute or defend any
legal proceeding which relates to the Escrow Funds. The Escrow Agent shall have the right to
retain counsel in the event Escrow Agent becomes involved in any disagreement, dispute or
litigation on account of this Agreement or otherwise determines that it is necessary to consult
such legal counsel, and Escrow Agent shall be reimbursed for said expenses by the disagreeing,
disputing or litigating party.

ARTICLE VII
INDEMNITY AND REIMBURSEMENT

Section 7. Indemnity and Reimbursement. The Company agrees to reimburse

Escrow Agent on demand for, and to indemnify and hold Escrow Agent harmless against and
with respect to, any and all losses, liabilities, claims, damages, costs or expenses (including
without limitation, attorneys fees and costs) that Escrow Agent may suffer or incur as a result of,
in connection with or arising from the negotiation or execution of this Agreement and the acts or
omissions of Escrow Agent in the performance of or pursuant to this Agreement, or otherwise in
connection therewith, except to the extent such loss, liability, damage or expense arises from the

4
gross negligence or willful misconduct of Escrow Agent. Without in any way limiting the
foregoing, Escrow Agent shall be reimbursed for the cost of all legal fees and costs incurred by it
in acting as the Escrow Agent hereunder. Escrow Agent shall have the right at any time and
from time to time to charge, and reimburse itself from, the Escrow Funds for all amounts to
which it is entitled pursuant to this Agreement.

ARTICLE VIII
RESIGNATION AND TERMINATION

Section 8. Resignation. Escrow Agent may resign upon 30 days prior written notice
to Company, whereupon Escrow Agent will deliver the Escrow Funds (i) to any designated
successor escrow agent selected by Company pursuant to written instructions from Company; or
(ii) any competent court of law in New York, New York. Upon Escrow Agent’s resignation and
delivery of the Escrow Funds as set forth in this Section 8, Escrow Agent shall be discharged of,
and from, any and all further obligations arising in connection with the escrow contemplated by
this Agreement.

Section 8.1 Termination. Upon disbursement of the Escrow Funds as provided in

Section 3 above or upon the institution of a bill of Interpleader or similar proceeding as provided
in Section 6 above, this Agreement will terminate and no party shall have any further liability or
obligation hereunder, except as set forth in Section 7 above.

ARTICLE IX
NOTICES

Section 9 Notices. Any notice or communication under this Agreement must be in

writing and given by delivery in person or by Federal Express or similar courier service
providing evidence of delivery. Each notice or communication that is transmitted in the manner
described above will be deemed sufficiently given, served, sent and received at such time as it is
delivered to the addressee (as set forth on the delivery receipt of the affidavit of messenger). For
the purpose of any notices or communications, the address of the parties will be as follows:

Company: Grant Capital Investments, LLC

5858 Westheimer, Suite 406
Houston, Texas 77057
Attention: Richard Colvin, COO
Facsimile No.: (936) 597-6904

Escrow Agent: The Bank of New York Mellon Corporation

Attention: Corporate Trust Administration
One Wall Street
New York, New York 10286

5
 ARTICLE X
MISCELLANEOUS

Section 11. Miscellaneous.

a. Amendments. Except as otherwise expressly provided for in this

Agreement, this Agreement shall not be amended, modified or supplemented, nor may any term
or condition hereof be waived (either generally or in a particular instance and wither
retroactively or prospectively), except in writing and signed by the Escrow Agent and Company.
The duties of the Escrow Agent under this Agreement may not be altered, amended, modified or
revoked except by an instrument in writing executed by the Escrow Agent and Company.

b. No Waiver. Each of the signatories to this Agreement expressly

acknowledges and agrees that, except as expressly provided for in this Agreement, nothing in
this Agreement is intended to, or does, in any manner, waive, limit, impair or restrict the ability
of any party to this Agreement to protect and preserve all of its rights, remedies and interests,
including, without limitation, with respect to its claims and interests. The waiver by any party
hereto of a breach of any provision of this Agreement shall not operate or be construed as a
further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No
failure on the part of any party hereto to exercise, and no delay in exercising any right, power or
remedy by any party hereto shall operate as a waiver thereof, nor shall any single or partial
exercise of such right, power or remedy by any party hereto preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.

c. Complete Agreement. This Agreement constitutes the complete

agreement between the parties to this Agreement with respect to the subject matter hereof and
supersedes all prior and contemporaneous negotiations, agreements and understandings, written
or oral, with respect to the subject matter hereof. The provisions of this Agreement shall be
interpreted in a reasonable manner to effect the intent of the parties to this Agreement.

d. Governing Law. This Agreement, including the validity hereof and the
rights and obligations of the parties hereunder, and all amendments and supplements hereof and
all waivers and consents hereunder, shall be governed by and construed in accordance with the
domestic substantive laws of the State of New York without giving effect to any choice of law or
conflicts of law provision or rule that would cause the application of the domestic substantive
laws of any other jurisdiction. Each party hereto hereby waives any right to a trial by jury with
respect to any lawsuit or judicial proceeding against any other party hereto arising or relating to
this Agreement.

e. Jurisdiction. By its execution and delivery of this Agreement, each of the

signatories to this Agreement irrevocably and unconditionally agrees that any legal action, suit or
proceeding against it with respect to any matter under or arising out of or in connection with this
Agreement or for recognition or enforcement of any judgment rendered in any such action, suit
or proceeding, shall be brought exclusively in a federal or state court of competent jurisdiction in
the State of New York. The signatories to this Agreement hereby consent to the exclusive

6
jurisdiction and venue of such courts and hereby agree not to object or contest the jurisdiction or
venue of any such court.

f. Headings and Captions. The headings and captions of the sections,

paragraphs and subsections of this Agreement are inserted for convenience only and shall not
affect the interpretation hereof.

g. Successors and Assigns; Several Liability. This Agreement is intended to

bind and inure to the benefit of the parties to this Agreement and their respective successors,
permitted assigns, heirs, executors, administrators and representatives. The agreements,
representations, warranties, covenants and obligations of the undersigned parties to this
Agreement are, unless otherwise set forth herein, several and not joint.

h. Counterparts. This Agreement may be executed in one or more

counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same agreement.

i. Third-Party Beneficiaries. It is expressly understood and agreed that this

Agreement shall be solely for the benefit of the parties to this Agreement, and no other person
shall be a third-party beneficiary hereof.

j. Severability. If any provision of this provision of this Agreement as

applied to any party hereto or to any circumstance shall be adjudged by a court, as defined in
Section 10(d), to be invalid or unenforceable, the same shall in no way affect any other provision
of this Agreement, the application of such provision in any other circumstances or the validity or
enforceability of this Agreement.

k. Interpretation. This Agreement shall be construed reasonably to carry out

its intent without presumption against or in favor of any party hereto.

l. Judgments. The Escrow Agent is hereby expressly authorized to comply

with and obey any order of a court, as defined in Section 10(d). In case the Escrow Agent obeys
or complies with any such order, the Escrow Agent shall not be liable to the Company or to any
other person, firm, corporation or entity by reason of such compliance, regardless of any such
order being subsequently reversed, modified, annulled, set aside, vacated or found to have been
entered into without jurisdiction.

m. Termination of Escrow. If not sooner terminated in accordance with the

provisions hereof, this Agreement shall terminate and the Escrow Agent shall have no further
duties hereunder upon the complete distribution of the Escrow Funds.

7
 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.

DEPOSITOR:

Grant Capital Investments, LLC

By: ___________________________

Its: ___________________________

Printed Name: __________________

ESCROW AGENT:

The Bank of New York Mellon Corporation

By: ___________________________

Its: ___________________________

Printed Name: __________________

8
 EXHIBIT A

INDENTURE AGREEMENT

9
Exhibit F

Form of Custodial Agreement

[To be attached]
 Custodial Agreement

This agreement (hereinafter “Agreement”) is made between GRANT CAPITAL

INVESTMENTS, LLC, a Wyoming limited liability company (hereinafter “Company”) and
ASSET SERVICING GROUP, LLC, an Oklahoma limited liability company, as custodian
(hereinafter “Custodian”)

WHEREAS, Company desires to have Custodian act as custodian of all property delivered to it
hereunder

AND WHEREAS, Custodian is willing and able to provide custody services for such property
subject to the conditions and in accordance with the terms of this Agreement,

NOW THEREFORE, Company and Custodian hereby agree that Custodian will render services
as follows:

1. Provide for the custody and safe keeping of all property that Company may from time to time
deliver to it.

2. Deliver to, or on the instruction of, Company so much or all of the account, as Company
shall from time to time, request.

3. Maintain appropriate records of property held, and provide Company with periodic
statements of such property.

4. In accordance with written instructions of Company, (i) release any premium in respect of
any policy of insurance held by Custodian hereunder to Asset Servicing Group, LLC, an
Oklahoma limited liability company, or any successor ("ASG" or “Servicer”), and (ii) each
such payment shall be made by Custodian from any account maintained by it hereunder or
from funds delivered to Custodian by Company or any agent or designee thereof.

5. Company hereby agrees to (i) reimburse Custodian (as custodian and/or in its individual
capacity) for all reasonable expenses (including reasonable fees and expenses of counsel and
other professionals), (ii) indemnify, defend, and hold harmless Custodian and each of the
officers, directors, employees, and agents of Custodian (collectively, including Asset
Servicing Group, LLC as custodian and in its individual capacity, the “Indemnified Persons”)
from and against any and all losses, damages, liabilities, claims, actions, suits, costs,
expenses, disbursements (including the reasonable fees and expenses of counsel), taxes
(excluding any taxes of Custodian on, or measured by, any compensation received by
Custodian) and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the
extent that such Expenses arise out of or are imposed upon or asserted at any time against
such Indemnified Person with respect to this Agreement or the transactions contemplated
hereby; provided, however, that Company shall not be required to indemnify an Indemnified
Person for Expenses to the extent such Expenses result from the willful misconduct, bad faith
or gross negligence of such Indemnified Person, and (iii) advance to each such Indemnified
Person Expenses (including reasonable fees and expenses of counsel) incurred by such
 Indemnified Person, in defending any claim, demand, action, suit or proceeding prior to the
final disposition of such claim, demand, action, suit or proceeding upon receipt by Company
of an undertaking by or on behalf of such Indemnified Person, to repay such amount if it
shall ultimately be determined by a court of competent jurisdiction that such Indemnified
Person is not entitled to be indemnified therefore under this Section 5. The obligations of
Company under this Section 5 shall survive the resignation or removal of the custodian and
the termination, amendment, supplement, and/or restatement of this Agreement.

6. Collect all income from the account and, after deducting all charges and expenses, remit such
income in such manner and at such periods, as described in the Indenture Agreement dated
on or around the date hereof by and between the Company and Custodian (as Trustee)(the
“Indenture”).

7. Hold cash uninvested from time to time, as described in the Indenture.

8. Company acknowledges that Custodian may employ suitable agents when it deems
necessary, appropriate or advisable.

9. Custodian shall deliver property to the Company or any agent of the Company from time to
time as directed by the Company in its sole discretion in writing.

10. Custodian shall have no duty or obligation to review or evaluate any property held by it
under the terms of this Agreement.

11. Custodian shall have no liability for any loss occasioned by any third party whose services
are rendered in connection with the operation of this Agreement.

12. Custodian shall have no liability for or on account of any act or omission of any agent
engaged either by the Company or by Custodian in connection with the transfer, delivery or
exchange of any property held hereunder.

13. Custodian shall not be liable for any action taken or omitted, or for any loss or injury which
results from its action or inaction, under any provision of this Agreement in the absence of its
gross negligence, bad faith or of willful misconduct on its part. In no event shall Custodian
be liable under any provision of this agreement, regardless of whether any claim is based on
contract or tort, for any consequential, special or indirect damages or losses which the
Company may incur or suffer, whether or not the likelihood or the possibility of such
damages was known to Custodian in advance.

14. Custodian shall collect the proceeds of all property as the same may mature or be sold, or as
may be called for redemption or otherwise payable, as described in the Indenture.

15. Custodian will not release any information regarding the property whatsoever without the
prior written consent of the Company.

2
16. Except as otherwise provided, Custodian will receive compensation for its services from the
account in accordance with the schedule of fees agreed to by the Company in the Custodian
Fee Agreement, as attached hereto as Exhibit A. In addition, the Company acknowledges
and agrees that Custodian may receive compensation as provided in the Indenture from time
to time for acting as Trustee.

17. This Agreement may be amended at any time in such a manner as may be mutually agreed
upon in writing, and may be terminated by either party at any time by letter or by other
written instrument delivered to the other party, or mailed to the other party’s address by
registered mail; provided however that this Agreement shall remain in effect until the
Company has engaged a successor Custodian.

18. Following the termination of this Agreement by Company or Custodian (as provided below),
the Company shall in good faith promptly act to engage a successor Custodian. Following the
appointment by the Company of a successor Custodian, the Custodian will deliver the
property as directed by the Company upon termination of this Agreement as soon as is
reasonably possible after deducting all compensation then due Custodian.

19. The Custodian may resign at any time and be discharged from its duties as Custodian
hereunder by giving the Company not fewer than thirty (30) days prior notice thereof. As
soon as practicable after its resignation, the Custodian shall turn over to a successor
custodian appointed by the Company all property held hereunder upon presentation of the
document appointing a new custodian and its acceptance thereof. If no new custodian is so
appointed within the thirty (30) day period following such notice of resignation, the
Custodian may designate its successor by written notice to the Company so long as such
successor is a bank or trust company and provided such successor must agree in writing to be
bound by this Agreement. Upon the designation of such successor custodian, the resigning
Custodian shall be released from any and all liabilities arising thereafter provided that such
successor custodian agrees to be bound by the terms and provisions of this Agreement. If no
successor custodian is appointed within 30 days, Custodian reserves the right to forward this
matter, and all property, to a court of competent jurisdiction at the expense of the Company.

This Agreement will be governed by the laws of the State of Oklahoma.

[SIGNATURE PAGE FOLLOWS]

3
IN WITNESS WHEREOF, Company and Custodian hereby execute this agreement on the
____ day of _________________, 2009.

WITNESS: Grant Capital Investments, LLC

By:__________________________
Name: Anthony Harriott
Title: Chief Executive Officer

WITNESS: Asset Servicing Group, LLC

By:__________________________
Name:
Title: