Common use of W I T N E S S E T H T H A T Clause in Contracts

W I T N E S S E T H T H A T. In consideration of the mutual covenants herein contained, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of Notes, issuable as provided in this Indenture. All covenants and agreements made by the Issuer herein are for the benefit and security of the Noteholders. Subject to the terms of this Indenture, the Issuer hereby Grants on the Closing Date, to the Indenture Trustee, as Indenture Trustee for the benefit of the Noteholders, all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to: (i) such Eligible Loans as from time to time are subject to the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (ii) the Mortgages and security interests in the Mortgaged Properties, (iii) all payments in respect of interest and principal with respect to each Eligible Loan received on or after the related Transfer Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in the Distribution Account, the Principal Collections Account and the Collection Account, including, without limitation, amounts on deposit in such accounts that are invested in Permitted Investments, (vi) lenders’ rights to any Insurance Proceeds, (vii) Net Proceeds, (viii) all right, title and interest of each of the Depositor, the Loan Originator and the Issuer in and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Sale Agreement, and all proceeds of any of the foregoing, (ix) all right, title and interest of the Issuer in and to the Sale and Servicing Agreement, (including the Issuer’s right to cause the Loan Originator to repurchase Loans from the Issuer under certain circumstances described therein), (x) all other property of the Issuer from time to time and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders, acknowledges such Grant, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may adequately and effectively be protected.

W I T N E S S E T H T H A T. In consideration of the mutual covenants herein containedagreements set forth in this Agreement, the Issuer has duly authorized parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the execution and delivery owner of this Indenture the Trust Fund that is hereby conveyed to provide the Trustee in return for the issuance of Notes, issuable as Certificates. As provided in this IndentureAgreement, the Trustee will elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a "REMIC"). All covenants The Subsidiary REMIC will hold as assets all property of the Trust Fund and agreements made will be evidenced by the Issuer herein are for Subsidiary REMIC Regular Interests which will be uncertificated and will represent the benefit "regular interests" in the Subsidiary REMIC and security the SR Interest, which will be the sole "residual interest" in the Subsidiary REMIC, each of which (other than the SR Interest) will represent ownership of the NoteholdersSubsidiary REMIC (each of the Subsidiary REMIC Regular Interest and the SR Interest is referred to as a "Subsidiary Interest"). Subject to The Trustee will hold the terms of this Indenture, the Issuer hereby Grants on the Closing Date, to the Indenture Trustee, as Indenture Trustee Subsidiary REMIC Regular Interests for the benefit of the Noteholders, all Master REMIC. The Master REMIC will consist of the Issuer’s right, title Uncertificated Subsidiary REMIC Regular Interests and interest, whether now owned or hereafter acquired, in and to: will be evidenced by the Certificates (i) such Eligible Loans as from time to time are subject to the Sale and Servicing Agreement as listed except in the Loan Schedulecase of the Subordinated Certificates, as which will be represented by two Subsidiary REMIC regular interests) and will represent the same may be amended or supplemented on each Transfer Date and by "regular interests" in the removal of Deleted LoansMaster REMIC, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (ii) MR Interest will be the Mortgages and security interests sole "residual interest" in the Mortgaged Properties, (iii) Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all payments in respect of interest and principal with respect to each Eligible Loan received on or after REMIC regular interests created herein shall be the related Transfer Latest Possible Maturity Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in the Distribution Account. The Subsidiary REMIC The following table sets forth Class Designation, the Initial Principal Collections Account Balance, the Pass-Through Rate, and the Collection Account, including, without limitation, amounts on deposit in such accounts that are invested in Permitted Investments, (vi) lenders’ rights to any Insurance Proceeds, (vii) Net Proceeds, (viii) all right, title and interest of Rate Change Date for each of the Depositor, the Loan Originator and the Issuer in and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Sale Agreement, and all proceeds of any of the foregoing, (ix) all right, title and interest of the Issuer in and to the Sale and Servicing Agreement, (including the Issuer’s right to cause the Loan Originator to repurchase Loans from the Issuer under certain circumstances described therein), (x) all other property of the Issuer from time to time and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders, acknowledges such Grant, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may adequately and effectively be protected.Subsidiary REMIC Regular Interest:

W I T N E S S E T H T H A T. In consideration Capitalized terms used but not defined in this Deed of Trust have the meanings given to them in the Definitions Annex annexed hereto as Appendix B. Reference is made to the Senior Credit Agreement dated as of even date herewith (as amended, replaced or refinanced from time to time, the "Senior Credit Agreement"), among Rite Aid Corporation, a Delaware corporation (the "Borrower"), the banks from time to time party thereto, Citicorp USA, Inc., as Senior Administrative Agent and Senior Collateral Agent and The Chase Manhattan Bank, Credit Suisse First Boston and Fleet Retail Finance, Inc. as Syndication Agents. Pursuant to the terms of, and subject to the conditions specified in, the Senior Credit Agreement, (i) the Senior Banks have agreed to make certain term and revolving loans to the Borrower, (ii) one or more Senior Banks (the "Swingline Banks") have agreed to make swingline loans to the Borrower on an uncommitted basis (the "Swingline Loans" - together with the loans referenced in clause (i), above, the "Senior Loans") and (iii) one or more Senior Banks (the "Issuing Banks") have agreed to issue letters of credit (the "Letters of Credit") for the account of the mutual covenants herein contained, Borrower. Grantor is a wholly owned subsidiary of the Issuer has duly authorized Borrower and will derive substantial benefit from the execution making of the Senior Loans by the Senior Banks and delivery of this Indenture to provide for the issuance of Notes, issuable as provided in this Indenture. All covenants and agreements made the Letters of Credit by the Issuer herein are for Issuing Banks. In order to induce the benefit Senior Banks to make the Senior Loans and security the Issuing Banks to issue Letters of Credit, the Grantor has agreed to guarantee, the due and punctual payment of the Noteholders. Subject Senior Bank Obligations and the 10.5% Note Obligations (together, the "Senior Obligations") pursuant to the terms of this Indenturethe senior subsidiary guarantee agreement dated as of even date herewith (the "Senior Subsidiary Guarantee Agreement") made by Grantor and certain other Subsidiaries of Borrower (each, the Issuer hereby Grants on the Closing Date, to the Indenture Trustee, a "Subsidiary Guarantor") in favor of Beneficiary in its capacity as Indenture Trustee Senior Collateral Agent for the benefit of the NoteholdersSenior Bank Parties and the 10.5% Note Parties (together, all the "Senior Secured Parties"). The sum of the Issuer’s right, title principal amount of the Senior Loans and interest, whether now owned or hereafter acquired, in and to: (i) such Eligible Loans as the Letters of Credit from time to time outstanding and secured hereby shall not exceed $1,900,000,000. The obligations of the Senior Banks to make Senior Loans and of the Issuing Banks to issue Letters of Credit are subject conditioned upon, among other things, the execution and delivery by the Grantor of this Deed of Trust in the form hereof to secure the guarantee of the Senior Obligations contained in the Senior Subsidiary Guarantee Agreement. Pursuant to the Sale requirements of the Senior Credit Agreement and Servicing Agreement as listed the Senior Subsidiary Guarantee Agreement, the Grantor therefore grants this Deed of Trust to create a lien on and a security interest in the Loan ScheduleTrust Property (as defined herein) to secure the payment and performance of the Senior Obligations. The Senior Credit Agreement also requires the granting by other Subsidiary Guarantors of mortgages, as deeds of trust and deeds to secure debt (the same may be amended or supplemented "Other Mortgages") that create liens on each Transfer Date and by the removal of Deleted Loans, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (ii) the Mortgages and security interests in the Mortgaged Propertiescertain parcels of real property and related fixtures (each, (iiia "Trust Property") all payments in respect of interest and principal with respect to each Eligible Loan received on or after the related Transfer Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in the Distribution Account, the Principal Collections Account and the Collection Account, including, without limitation, amounts on deposit in such accounts that are invested in Permitted Investments, (vi) lenders’ rights to any Insurance Proceeds, (vii) Net Proceeds, (viii) all right, title and interest of each of the Depositor, the Loan Originator and the Issuer in and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Sale Agreement, and all proceeds of any of the foregoing, (ix) all right, title and interest of the Issuer in and to the Sale and Servicing Agreement, (including the Issuer’s right to cause the Loan Originator to repurchase Loans from the Issuer under certain circumstances described therein), (x) all other property of the Issuer from time to time and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust Trust Property to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf performance of the Noteholders, acknowledges such Grant, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may adequately and effectively be protected.Senior Obligations. Granting Clauses

W I T N E S S E T H T H A T. In consideration of the mutual covenants herein containedagreements set forth in this Agreement, the Issuer has duly authorized parties agree as follows: P R E L I M I N A R Y S T A T E M E N T The Depositor is the execution and delivery owner of this Indenture the Trust Fund that is hereby conveyed to provide the Trustee in return for the issuance of Notes, issuable as Certificates. As provided in this IndentureAgreement, the Trustee will elect that the Trust Fund be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a "REMIC"). All covenants The Subsidiary REMIC will hold as assets all property of the Trust Fund (other than the Pre-Funding Account and agreements made the Capitalized Interest Account) and will be evidenced by the Issuer herein are for Subsidiary REMIC Regular Interests which will be uncertificated and will represent the benefit "regular interests" in the Subsidiary REMIC and security the SR Interest, which will be the sole "residual interest" in the Subsidiary REMIC, each of which (other than the SR Interest) will represent ownership of the NoteholdersSubsidiary REMIC (each of the Subsidiary REMIC Regular Interest and the SR Interest is referred to as a "Subsidiary Interest"). Subject to The Trustee will hold the terms of this Indenture, the Issuer hereby Grants on the Closing Date, to the Indenture Trustee, as Indenture Trustee Subsidiary REMIC Regular Interests for the benefit of the Noteholders, all Master REMIC. The Master REMIC will consist of the Issuer’s right, title Uncertificated Subsidiary REMIC Regular Interests and interest, whether now owned or hereafter acquired, in and to: will be evidenced by the Certificates (i) such Eligible Loans as from time to time are subject to the Sale and Servicing Agreement as listed except in the Loan Schedulecase of the Subordinated Certificates, as which will be represented by two Subsidiary REMIC regular interests) and will represent the same may be amended or supplemented on each Transfer Date and by "regular interests" in the removal of Deleted LoansMaster REMIC, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (ii) MR Interest will be the Mortgages and security interests sole "residual interest" in the Mortgaged Properties, (iii) Master REMIC. The Class A-R Certificates will represent beneficial ownership of the SR Interest and the MR Interest. The latest possible maturity date of all payments in respect of interest and principal with respect to each Eligible Loan received on or after REMIC regular interests created herein shall be the related Transfer Latest Possible Maturity Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in the Distribution Account. The Subsidiary REMIC The following table sets forth Class Designation, the Initial Principal Collections Account Balance, the Pass-Through Rate, and the Collection Account, including, without limitation, amounts on deposit in such accounts that are invested in Permitted Investments, (vi) lenders’ rights to any Insurance Proceeds, (vii) Net Proceeds, (viii) all right, title and interest of Rate Change Date for each of the Depositor, the Loan Originator and the Issuer in and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Sale Agreement, and all proceeds of any of the foregoing, (ix) all right, title and interest of the Issuer in and to the Sale and Servicing Agreement, (including the Issuer’s right to cause the Loan Originator to repurchase Loans from the Issuer under certain circumstances described therein), (x) all other property of the Issuer from time to time and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders, acknowledges such Grant, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may adequately and effectively be protected.Subsidiary REMIC Regular Interest:

W I T N E S S E T H T H A T. In consideration of the mutual covenants herein contained, the Issuer has duly authorized Issuing Entity and the execution and delivery of this Indenture to provide for the issuance of Notes, issuable Trustee hereby agree as provided in this Indenture. All covenants and agreements made by the Issuer herein are follows for the benefit of each of them and security for the equal and ratable benefit of the Noteholdersholders of the Issuing Entity’s Home Loan Asset Backed Notes, Series 20__-_ (the “Notes”) [and __________________ (the “Securities Insurer”)]. Subject to the terms of this Indenture, the Issuer Issuing Entity hereby Grants on the Closing Date, to the Indenture Trustee, as Indenture Trustee for the benefit of the Noteholders, Holders of the Notes [and the Securities Insurer,] all of the IssuerIssuing Entity’s right, title and interest, whether now owned or hereafter acquired, interest in and to: (i) such Eligible Loans the Trust Estate (as from time to time are subject to defined in the Sale and Servicing Agreement); (ii) the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (ii) the Mortgages and security interests in the Mortgaged Properties, (iii) all payments in respect of interest and principal with respect to each Eligible Loan received on or after the related Transfer Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in the Distribution Account, the Principal Collections Account and the Collection Account, including, without limitation, amounts on deposit in such accounts that are invested in Permitted Investments, (vi) lenders’ rights to any Insurance Proceeds, (vii) Net Proceeds, (viii) all right, title and interest of each of the Depositor, the Loan Originator and the Issuer in and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Sale Agreement, and all proceeds of any of the foregoing, (ix) all right, title and interest of the Issuer in and to the Sale and Servicing Agreement, (including the IssuerIssuing Entity’s right to cause the Loan Originator Transferor to repurchase the Home Loans from the Issuer Issuing Entity under certain circumstances described therein), ; (x) all other property of the Issuer from time to time and (xiiii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, property insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing foregoing; (iv) all funds on deposit from time to time in the Trust Accounts (including the Certificate Distribution Account); and (v) all other property of the Owner Trust from time to time (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders, Holders of the Notes [and the Securities Insurer,] acknowledges such Grant, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders Holders of the Notes may adequately and effectively be protected. The Indenture Trustee agrees and acknowledges that possession of the Indenture Trustee’s Home Loan Files will be held by the Custodian for the benefit of the Indenture Trustee in __________________. The Indenture Trustee further agrees and acknowledges that each other item of Collateral that is physically delivered to the Indenture Trustee will be held on behalf of the Indenture Trustee in __________________.

W I T N E S S E T H T H A T. In The Borrower, Aspect Resources LLC, a Colorado limited liability company ("ASPECT"), and Esenjay Petroleum Corporation, a Texas corporation ("ESENJAY"), have entered into that certain Acquisition Agreement and Plan of Exchange Regarding the Acquisition of Certain Assets of Esenjay Petroleum Corporation and Aspect Resources LLC by Frontier Natural Gas Corporation dated January 19, 1998 (the "EXCHANGE AGREEMENT") whereby Aspect and Esenjay intend to exchange certain oil and gas prospects in various stages of development for and in consideration of common stock of the mutual covenants herein containedBorrower. The closing of such transaction is subject to approval by the Securities and Exchange Commission of the form of proxy statement to be presented to the existing shareholders of common stock of the Borrower and then approval of such transaction by such shareholders. Upon obtaining such approvals, such transaction shall close and become effective and thereafter the Borrower desires to raise additional capital by selling additional shares of its common stock to the public. Prior to such transactions closing and becoming effective and the raising of such additional capital, the Issuer has duly authorized the execution Borrower projects it will incur obligations in connection with certain oil and delivery of this Indenture to provide for the issuance of Notes, issuable as provided in this Indenture. All covenants and agreements made gas prospects presently owned by the Issuer herein are for Borrower and Esenjay will incur obligations in connection with certain oil and gas prospects presently owned by Esenjay and intended to be contributed to the benefit and security of the Noteholders. Subject Borrower pursuant to the terms of this Indenturethe Exchange Agreement. In order to facilitate the transactions contemplated by the Exchange Agreement, the Issuer hereby Grants on Borrower has requested the Closing Date, Lender to extend credit to the Indenture Trustee, as Indenture Trustee for the benefit of the Noteholders, all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, Borrower in and to: (i) such Eligible Loans as order to enable it to borrow from time to time are on or before July 30, 1998 sums not to exceed, either singularly or cumulatively, $7,800,000.00 to be used for the repayment of certain indebtedness the Borrower owes Aspect, for the payment of development costs of certain oil and gas prospects, by the Borrower as loans to Esenjay for Esenjay to develop certain oil and gas prospects and to repay holders of all of the Borrower's existing preferred stock. The Lender agrees to extend such credit to the Borrower upon the terms and subject to the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (ii) the Mortgages and security interests in the Mortgaged Properties, (iii) all payments in respect of interest and principal with respect to each Eligible Loan received on or after the related Transfer Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in the Distribution Account, the Principal Collections Account and the Collection Account, including, without limitation, amounts on deposit in such accounts that are invested in Permitted Investments, (vi) lenders’ rights to any Insurance Proceeds, (vii) Net Proceeds, (viii) all right, title and interest of each of the Depositor, the Loan Originator and the Issuer in and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Sale Agreement, and all proceeds of any of the foregoing, (ix) all right, title and interest of the Issuer in and to the Sale and Servicing Agreement, (including the Issuer’s right to cause the Loan Originator to repurchase Loans from the Issuer under certain circumstances described therein), (x) all other property of the Issuer from time to time and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders, acknowledges such Grant, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may adequately and effectively be protectedconditions hereinafter set forth.

W I T N E S S E T H T H A T. In consideration of the mutual covenants herein contained, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of Notes, issuable as provided in this Indenture. All covenants and agreements made by the Issuer herein are for the benefit and security of the Noteholders. Subject to the terms of this Indenture, the Issuer hereby Grants on the Closing Date, to the Indenture Trustee, as Indenture Trustee for the benefit of the Noteholders, all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to: (i) such Eligible Loans as from time to time are subject to the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (ii) the Mortgages and security interests in the Mortgaged Properties, (iii) all payments in respect of interest and principal with respect to each Eligible Loan received on or after the related Transfer Cut-off Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in the Distribution Account, the Principal Collections Collection Account and the Collection Transfer Obligation Account, including, without limitation, amounts on deposit in such accounts that are invested in Permitted Investments, (vi) lenders’ rights under all Mortgage Insurance Policies and to any Mortgage Insurance Proceeds, (vii) Net Liquidation Proceeds and Released Mortgaged Property Proceeds, (viii) all right, title and interest of the Trust (but none of the obligations) in and to the obligations of Hedging Counterparties under Hedging Instruments; (ix) all right, title and interest of each of the Depositor, the Loan Originator and the Issuer Trust in and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Sale Purchase and Contribution Agreement and/or the Master Disposition Confirmation Agreement, and all proceeds of any of the foregoing, (ixx) all right, title and interest of the Issuer in and to the Sale and Servicing Agreement, (including the Issuer’s right to cause the Loan Originator to repurchase Loans from the Issuer under certain circumstances described therein), (xxi) all right, title and interest (but none of the obligations) of the Trust in, to and under the Advance Note and all Additional Note Balances thereunder, (xii) all right, title and interest (but none of the obligations) of the Trust in, to and under the Advance Documents, (xiii) all other property Property of the Issuer Trust from time to time and (xixiv) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders, acknowledges such Grant, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may adequately and effectively be protected.

W I T N E S S E T H T H A T. In consideration of the mutual covenants herein contained, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of Notes, issuable as provided in this Indenture. All covenants and agreements made by the Issuer herein are for the benefit and security of the Noteholders. Subject to the terms of this Indenture, the Issuer hereby Grants on the Closing Date, to the Indenture Trustee, as Indenture Trustee for the benefit of the Noteholders, all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to: (i) such Eligible Loans as from time to time are subject to the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (ii) the Mortgages and security interests in the Mortgaged Properties, (iii) all payments in respect of interest and principal with respect to each Eligible Loan received on or after the related Transfer Cut-off Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in or credited to the Distribution Account, the Principal Collections Collection Account and the Collection Transfer Obligation Account, including, without limitation, amounts on deposit in or credited to such accounts that are invested in Permitted InvestmentsInvestments (including, without limitation, all security entitlements (as defined in Section 8-102(17) of the UCC) of the Issuer therein), (vi) lenders’ rights under all Mortgage Insurance Policies and to any Mortgage Insurance Proceeds, (vii) Net Liquidation Proceeds and Released Mortgaged Property Proceeds, (viii) all right, title and interest of the Trust (but none of the obligations) in and to the obligations of Hedging Counterparties under Hedging Instruments; (ix) all right, title and interest of each of the Depositor, the Loan Originator Originators and the Issuer Trust in and under the Basic Documents including, without limitation, the obligations of the Loan Originator Originators under the Loan Sale Purchase and Contribution Agreement and/or the Master Disposition Confirmation Agreement, and all proceeds of any of the foregoing, (ixx) all right, title and interest of the Issuer in and to the Sale and Servicing Agreement, (including the Issuer’s right to cause the either Loan Originator to repurchase related Loans from the Issuer under certain circumstances described therein), (xxi) all other property Property of the Issuer Trust from time to time and (xixii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceedsand noncash proceeds (each as defined in Section 9-102(a) of the UCC), accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, payment intangibles, securities accounts, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders, acknowledges such GrantG▇▇▇▇, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may adequately and effectively be protected.

W I T N E S S E T H T H A T. In consideration of the mutual covenants herein contained, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of Notes, issuable as provided in this Indenture. All covenants and agreements made by the Issuer herein are for the benefit and security of the Noteholders. Subject to the terms of this Indenture, the Issuer hereby Grants on the Closing Date, to the Indenture Trustee, as Indenture Trustee for the benefit of the Noteholders, all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to: (i) such Eligible Loans as from time to time are subject to the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (ii) the Mortgages and security interests in the Mortgaged Properties, (iii) all payments in respect of interest and principal with respect to each Eligible Loan received on or after the related Transfer Cut-off Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in or credited to the Distribution Account, the Principal Collections Collection Account, the Advance Account and the Collection Transfer Obligation Account, including, without limitation, amounts on deposit in or credited to such accounts that are invested in Permitted InvestmentsInvestments (including, without limitation, all security entitlements (as defined in Section 8-102(17) of the UCC) of the Issuer therein), (vi) lenders’ rights under all Mortgage Insurance Policies and to any Mortgage Insurance Proceeds, (vii) Net Liquidation Proceeds and Released Mortgaged Property Proceeds, (viii) all right, title and interest of the Trust (but none of the obligations) in and to the obligations of Hedging Counterparties under Hedging Instruments (if any); (ix) all right, title and interest of each of the Depositor, the Loan Originator and the Issuer Trust in and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Sale Purchase and Contribution Agreement, the Master Disposition Confirmation Agreement, and all proceeds of any of the foregoing, (ixx) all right, title and interest of the Issuer in and to the Sale and Servicing Agreement, (including the Issuer’s right to cause the Loan Originator to repurchase Loans from the Issuer under certain circumstances described therein), (xxi) all other property of the Issuer Trust from time to time time, and (xixii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceedsand noncash proceeds (each as defined in Section 9-102(a) of the UCC), accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, payment intangibles, securities accounts, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders, acknowledges such GrantG▇▇▇▇, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may adequately and effectively be protected.

W I T N E S S E T H T H A T. In consideration of the mutual covenants herein contained, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of Notes, issuable as provided in this Indenture. All covenants and agreements made by the Issuer herein are for the benefit and security of the Noteholders. Subject to the terms of this Indenture, the Issuer hereby Grants on confirms that the Closing DateIssuer has, as of July 2, 2002, Granted to the Indenture Trustee, which Grant as of the Closing Date is agreed to be in its capacity as Indenture Trustee hereunder for the benefit of the Noteholders, all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to: (i) such Eligible Loans as from time to time are subject to the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (ii) the Mortgages and security interests in the Mortgaged Properties, (iii) all payments in respect of interest and principal with respect to each Eligible Loan received on or after the related Transfer Cut-off Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in or credited to the Distribution Account, the Principal Collections Collection Account, the Advance Account and the Collection Transfer Obligation Account, including, without limitation, amounts on deposit in or credited to such accounts that are invested in Permitted InvestmentsInvestments (including, without limitation, all security entitlements (as defined in Section 8-102(17) of the UCC) of the Issuer therein), (vi) lenders’ rights under all Mortgage Insurance Policies and to any Mortgage Insurance Proceeds, (vii) Net Liquidation Proceeds and Released Mortgaged Property Proceeds, (viii) [reserved] (ix) all right, title and interest of each of the Depositor, the Loan Originator and the Issuer Trust in and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Sale Purchase and Contribution Agreement and/or the Master Disposition Confirmation Agreement, and all proceeds of any of the foregoing, (ixx) all right, title and interest of the Issuer in and to the Sale and Servicing Agreement, (including the Issuer’s right to cause the Loan Originator to repurchase Loans from the Issuer under certain circumstances described therein), (xxi) all other property of the Issuer Trust from time to time and (xixii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceedsand noncash proceeds (each as defined in Section 9-102(a) of the UCC), accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, payment intangibles, securities accounts, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders, acknowledges such Grant, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may adequately and effectively be protected.

W I T N E S S E T H T H A T. In Grantor, in consideration of the mutual sum of TEN DOLLARS ($10.00) and other good and valuable consideration to Grantor paid by ▇▇▇▇▇▇▇, receipt of which is acknowledged, and of the promises and covenants herein containedhereinafter set forth and on the part of Grantee to be faithfully observed and performed, does hereby grant, bargain, sell and convey unto Grantee, as [tenancy], the Issuer has duly authorized following described property, and the execution reversions, remainders, rents, issues and delivery of this Indenture to provide for the issuance of Notes, issuable as provided in this Indenture. All covenants profits thereof and agreements made by the Issuer herein are for the benefit and security of the Noteholders. Subject to the terms of this Indenture, the Issuer hereby Grants on the Closing Date, to the Indenture Trustee, as Indenture Trustee for the benefit of the Noteholders, all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to: (i) such Eligible Loans as from time to time are subject to the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (ii) the Mortgages and security interests in the Mortgaged Properties, (iii) all payments in respect of interest and principal with respect to each Eligible Loan received on or after the related Transfer Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in the Distribution Account, the Principal Collections Account and the Collection Account, including, without limitation, amounts on deposit in such accounts that are invested in Permitted Investments, (vi) lenders’ rights to any Insurance Proceeds, (vii) Net Proceeds, (viii) all rightestate, title and interest of each ▇▇▇▇▇▇▇, both at law and in equity, therein and thereto: ALL of that certain unit (the Depositor"Unit"), easements, rights and undivided interest in the Loan Originator common elements, described in Exhibit "A" attached hereto and made a part hereof (the Issuer “Property”), subject, however, to the encumbrances mentioned in said Exhibit "A"; AND the reversions, remainders, rents, issues and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Sale Agreementprofits thereof, and all proceeds of any of the foregoingestate, (ix) all right, title and interest of the Issuer Grantor both at law and in equity therein and thereto; TO HAVE AND TO HOLD the same unto the Grantee as aforesaid, absolutely and in fee simple, subject to the Sale encumbrances mentioned in said Exhibit A, but subject, however, to the terms of this Unit Deed, current real property taxes and Servicing Agreement, CFD Assessments (including the Issuer’s right to cause the Loan Originator to repurchase Loans from the Issuer under certain circumstances described thereinas defined in Exhibit A), (x) special taxes and other current assessments; patent reservations; all covenants, conditions, restrictions, reservations, easements and declarations, encumbrances, liens, obligations, liabilities or other property matters which are set forth herein or in Exhibit A or other matters of record or to which reference is made in the public record; any and all conditions, easements, encroachments, rights-of-way, or restrictions which a physical inspection or accurate ALTA survey of the Issuer Property would reveal; and the applicable zoning and use regulations of any municipality, county, state, or the federal government affecting the Property (the terms of this Unit Deed, and the other encumbrances are collectively called herein the “Encumbrances”);. The premises hereby conveyed comprise a portion of The Club Bungalows at Kukui`ula condominium property regime (hereinafter referred to as the "Project"), as established by the Declaration of Condominium Property Regime of The Club Bungalows at Kukui`ula, filed in the Bureau of Conveyances of the State of Hawaii (the "Bureau") as Document No. , as the same may have been and may hereafter be amended and/or restated from time to time and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of hereinafter referred to as 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 of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”"Declaration"). The foregoing Grant Project consists of the real property situate at Koloa, Island and County of Kauai, State of Hawaii, more particularly described in the Declaration and in Exhibit A attached hereto, which description is made in trust to secure the payment of principal of and interest onincorporated herein by this reference, and any other amounts owing in respect of, the Notes, and to secure compliance together with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trusteeimprovements located thereon, as Indenture Trustee on behalf of more particularly described in the Noteholders, acknowledges such Grant, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may adequately and effectively be protectedDeclaration.

W I T N E S S E T H T H A T. In consideration of the mutual covenants herein contained, the Issuer has duly authorized and the execution and delivery of this Indenture to provide for the issuance of Notes, issuable Trustee hereby agree as provided in this Indenture. All covenants and agreements made by the Issuer herein are follows for the benefit of each of them and security for the equal and ratable benefit of the Noteholders. holders of the Notes: GRANTING CLAUSE Subject to the terms of this Indenture, the Issuer hereby Grants on the Closing Date, Date to the Indenture Trustee, as Indenture Trustee for the benefit of the NoteholdersHolders of the Notes [and the Note Insurer], all of the Issuer’s 's right, title and interest, whether now owned or hereafter acquired, interest in and to: (i) such Eligible Loans the Trust Estate (as from time to time are subject to defined in the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, Collection Agreement); (ii) the Mortgages Issuer's rights and security interests in the Mortgaged Properties, (iii) all payments in respect benefits but none of interest and principal with respect to each Eligible Loan received on or after the related Transfer Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in the Distribution Account, the Principal Collections Account and the Collection Account, including, without limitation, amounts on deposit in such accounts that are invested in Permitted Investments, (vi) lenders’ rights to any Insurance Proceeds, (vii) Net Proceeds, (viii) all right, title and interest of each of the Depositor, the Loan Originator and the Issuer in and its obligations under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Sale Agreement, and all proceeds of any of the foregoing, (ix) all right, title and interest of the Issuer in and to the Sale and Servicing Agreement, Collection Agreement (including the Issuer’s 's right to cause the Loan Originator [Depositor] to repurchase Mortgage Loans from the Issuer under certain circumstances described therein); (iii) the Trust Accounts, all amounts and property in the Trust Accounts from time to time, and the Security Entitlements to all Financial Assets credited to the Trust Accounts from time to time; and (iv) the Issuer's rights and benefits but none of its obligations under the [Custodial Agreement], (xv) the Issuer's rights and benefits but none of its obligations under the Administration Agreement; (vi) the Issuer's rights and benefits but none of its obligations under the [Mortgage Loan Sale Agreement], (vii) all other property of the Issuer Trust from time to time and (xiviii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the NoteholdersHolders of the Notes [and the Note Insurer], acknowledges such Grant, accepts the trusts hereunder and agrees to perform its the duties required of it in this Indenture to the best of its ability to the end that the interests of the Noteholders Holders of the Notes [and the Note Insurer] may adequately and effectively be protected. The Indenture Trustee agrees and acknowledges that the Indenture Trustee's Loan Files will be held by the Custodian for the benefit of the Indenture Trustee in [ ]. The Indenture Trustee further agrees and acknowledges that each other item of Collateral that is physically delivered to the Indenture Trustee will be held by the Indenture Trustee in [ ].

W I T N E S S E T H T H A T. In consideration ASSIGNORS hereby acknowledges that leasing the premises is an Event of Default in the Loan Documents with Lender. THAT FOR AND IN CONSIDERATION of the mutual covenants herein containedsum of Ten and No/l00ths ($l0.00) Dollars and other good and valuable consideration, the Issuer has duly authorized receipt and sufficiency whereof are hereby acknowledged, and in order to secure the execution indebtedness and delivery other obligations of this Indenture Assignors hereinafter set forth, Assignors do hereby grant, transfer and assign to provide for the issuance of NotesLender, issuable as provided in this Indenture. All covenants its successors, successor-in-title and agreements made by the Issuer herein are for the benefit and security of the Noteholders. Subject to the terms of this Indenture, the Issuer hereby Grants on the Closing Date, to the Indenture Trustee, as Indenture Trustee for the benefit of the Noteholdersassigns, all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to: (i) such Eligible Loans as from time to time are subject to the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans, repurchased Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer’s Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (ii) the Mortgages and security interests in the Mortgaged Properties, (iii) all payments in respect of interest and principal with respect to each Eligible Loan received on or after the related Transfer Date, (iv) such assets as from time to time are identified as Foreclosure Property, (v) such assets and funds (other than Excluded Amounts) as are from time to time deposited in the Distribution Account, the Principal Collections Account and the Collection Account, including, without limitation, amounts on deposit in such accounts that are invested in Permitted Investments, (vi) lendersAssignors’ rights to any Insurance Proceeds, (vii) Net Proceeds, (viii) all right, title and interest of in, to and under each and every lease, rental agreement, tenant contract, and rental contract, whether written or oral, which may now exist or hereafter be made, including any and all extensions, renewals and modifications thereof and guaranties of the Depositor, the Loan Originator and the Issuer in and under the Basic Documents including, without limitation, the performance or obligations of any tenants or lessees thereunder (said leases and agreements are hereinafter referred to collectively as the Loan Originator under the Loan Sale Agreement"Leases", and said tenants and lessees are hereinafter referred to collectively as "Tenants" or individually as "Tenant" as the context requires), which cover, affect or relate to that certain property located in COUNTY, GEORGIA, more particularly described on Exhibit "A" attached hereto and made a part hereof (hereinafter referred to as the "Premises"); together with all proceeds of any of the foregoing, (ix) all rightAssignors’ rights, title and interest of the Issuer in and to all rents, issues and profits from the Sale Leases and Servicing Agreementfrom the Premises. TO HAVE AND TO HOLD unto Lender, its successors and assigns forever, subject to and upon the terms and conditions set forth herein. This Assignment is made for the purpose of securing (a) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon, either before or after maturity thereof, of that certain promissory note dated of even date herewith, made by Assignor to the order of Lender in the principal face amount of AMOUNT (hereinafter referred to as the "Note"), together with any renewals, modifications, consolidations and extensions thereof, (including b) the Issuer’s right to cause the Loan Originator to repurchase Loans from the Issuer under certain circumstances described therein), (x) all other property of the Issuer from time to time full and (xi) all present prompt payment and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment performance of any and every kind all obligations of Assignors to Lender under the terms of the security deed of Assignors dated of even date herewith securing the indebtedness evidenced by the Note (hereinafter referred to as the "Security Instrument"), and other forms of obligations (c) the full and receivables, instruments prompt payment and other property which at any time constitute all or part of or are included in the proceeds performance of any and all other obligations of Assignors to Lender under any other Instrument now or hereafter evidencing, securing, or otherwise relating to the foregoing indebtedness evidenced by the Note (collectively, the “Collateral”). The foregoing Grant is made in trust Security Instrument and all other Instruments are hereinafter referred to secure collectively as the payment of principal of and interest on"Loan Documents", and any other amounts owing in respect of, said indebtedness is hereinafter referred to as the Notes, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders, acknowledges such Grant, accepts the trusts hereunder and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may adequately and effectively be protected"Indebtedness").