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 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 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 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 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 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 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 GrantGxxxx, 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 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").

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 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 Pursuant to the terms of this Indenture, the Issuer hereby Grants on the Closing Date, and subject to the Indenture Trustee, conditions set forth in the Syndicated Loan Agreement and that certain Reimbursement Agreement dated as Indenture Trustee for the benefit of the Noteholdersdate hereof (as amended, all of the Issuer’s rightmodified, title and interestextended, whether now owned or hereafter acquiredsupplemented, in and to: (i) such Eligible Loans as restated and/or replaced from time to time are subject to time, the Sale "Reimbursement Agreement") by and Servicing Agreement as listed in among Mortgagor, the Loan ScheduleLenders and Mortgagee, 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 administrative agent for itself and the Custodial Loan Files relating thereto and all proceeds thereofother Lenders, Mortgagee, on behalf of each Lender (ii) the Mortgages and security interests according to such Lender's Pro Rata Share [as defined in the Mortgaged PropertiesSyndicated Loan Agreement]) has issued for the account of Mortgagor its irrevocable letter of credit (as amended, (iii) all payments in respect of interest and principal with respect to each Eligible Loan received on or after the related Transfer Datemodified, (iv) such assets as extended, supplemented, restated and/or replaced from time to time are identified time, the "Letter of Credit") in an amount equal to Two Million Six Hundred Nineteen Thousand Nine Hundred Fifty-Four and 25/100 ($2,619,954.25) Dollars to provide credit enhancement for Mortgagor's Taxable Variable Rate Demand/Fixed Rate Bonds, Series of 1998, in the aggregate amount of Two Million Five Hundred Sixty-Five Thousand ($2,565,000.00) Dollars (as Foreclosure Propertyamended, (v) such assets and funds (other than Excluded Amounts) as are modified, extended, supplemented, restated and/or replaced from time to time deposited in the Distribution Accounttime, 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”"Bonds"). The foregoing Grant reimbursement obligation of Mortgagor to the Lenders is made in trust evidenced by the Reimbursement Agreement, the Letter of Credit and those certain Revolving Loan Notes executed and delivered by Mortgagor to the Lenders pursuant to, and as described in, the Syndicated Loan Agreement. To induce the Lenders, through Mortgagee as administrative agent and as issuer of the Letter of Credit, to issue the Letter of Credit, Mortgagor is executing and delivering this Mortgage to secure the payment existing and future debts, liabilities and obligations 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 Mortgagor to the best of its ability to Lenders under the end that the interests of the Noteholders may adequately and effectively be protectedReimbursement Agreement.

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 GrantGxxxx, 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.