Common use of GRANTING CLAUSE Clause in Contracts

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Group 1 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Group 1 Mortgage Loans; o the segregated account maintained to hold collections related to the Group 1 Mortgage Loans and the contents of that account related to Loan Group 1; o the segregated account maintained to hold collections related to Group 1 Mortgage Loans prior to their distribution in accordance with the Notes and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Group 2 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Group 2 Mortgage Loans; o the segregated account maintained to hold collections related to the Group 2 Mortgage Loans and the contents of that account related to Loan Group 2; o the segregated account maintained to hold collections related to Group 2 Mortgage Loans prior to their distribution in accordance with the Notes and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Indenture Adoption Annex at as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 1; o the Additional Home Equity Loans related to Loan Group 1 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies and the Loan Insurance Policy related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause Sponsor Loss Coverage Obligation payments to be made and to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 1 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses chooses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Indenture Adoption Annex at as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 2; o the Additional Home Equity Loans related to Loan Group 2 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies and the Loan Insurance Policy related to the Loan Group 2 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause Sponsor Loss Coverage Obligation payments to be made and to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 2 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses chooses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o the segregated account maintained to hold collections related to any Crossover Amount from Loan Group 1 Mortgage Loans prior to their distribution in accordance with the Notes 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o the segregated account maintained to hold collections related to any Crossover Amount from Loan Group 2 Mortgage Loans prior to their distribution in accordance with the Notes 1, and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 1; o the Additional Home Equity Loans related to Loan Group 1 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 1 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 2; o the Additional Home Equity Loans related to Loan Group 2 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 2 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Insured Notes will have the benefit of the Insurance policy Policy issued by the Credit Enhancer. The Issuer agrees that the foregoing Grants are intended to grant in favor of the Indenture Trustee, for the respective benefit of the Secured Parties, a first priority, continuing lien and security interest in all of the Issuer's personal property. The Issuer authorizes the Indenture Trustee to file one or more financing statements describing the collateral as "all personal property" or "all assets" of the Issuer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinctiondistinction (except as specifically provided in this Indenture), and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit EnhancerSecured Parties, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 1; o the Additional Home Equity Loans related to Loan Group 1 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 1 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 2; o the Additional Home Equity Loans related to Loan Group 2 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Classes of Notes related to Loan Group 2 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Loan Group 1 Additional Loan Account; o the Loan Group 1 Additional Home Equity Loans acquired by the Trust from funds in the Additional Loan Account; o the Issuer's rights under hazard insurance policies and the Loan Insurance Policy related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause Sponsor Loss Coverage Obligation payments to be made and to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class 1-A Notes are entitled to hold collections related to from Loan Group 1 Mortgage Loans prior to their distribution in accordance with the Notes 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Loan Group 2 Additional Loan Account; o the Loan Group 2 Additional Home Equity Loans acquired by the Trust from funds in the Additional Loan Account; o the Issuer's rights under hazard insurance policies and the Loan Insurance Policy related to the Loan Group 2 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause Sponsor Loss Coverage Obligation payments to be made and to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class 2-A Notes are entitled to hold collections related to from Loan Group 2 Mortgage Loans prior to their distribution in accordance with the Notes 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy Policy issued by the Credit Enhancer. The Issuer agrees that the foregoing Grants are intended to grant in favor of the Indenture Trustee, for the respective benefit of the Holders of the Class 1-A Notes and Class 2-A Notes and for the benefit of the Credit Enhancer, a first priority, continuing lien and security interest in all of the Issuer's personal property. The Issuer authorizes the Indenture Trustee to file one or more financing statements describing the collateral as "all personal property" or "all assets" of the Issuer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Group 1 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Group 1 Mortgage Loans; o the segregated account maintained to hold collections related to the Group 1 Mortgage Loans and the contents of that account related to Loan Group 1; o the segregated account maintained to hold collections related to Group 1 Mortgage Loans prior to their distribution in accordance with the Notes and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Group 2 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Group 2 Mortgage Loans; o the segregated account maintained to hold collections related to the Group 2 Mortgage Loans and the contents of that account related to Loan Group 2; o the segregated account maintained to hold collections related to Group 2 Mortgage Loans prior to their distribution in accordance with the Notes and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.and

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Group 1 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Group 1 Mortgage Loans; o the segregated account maintained to hold collections related to the Group 1 Mortgage Loans and the contents of that account related to Loan Group 1; o the segregated account maintained to hold collections related to Group 1 Mortgage Loans prior to their distribution in accordance with the Notes and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Group 2 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Group 2 Mortgage Loans; o the segregated account maintained to hold collections related to the Group 2 Mortgage Loans and the contents of that account related to Loan Group 2; o the segregated account maintained to hold collections related to Group 2 Mortgage Loans prior to their distribution in accordance with the Notes and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.;

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 1; o the Additional Home Equity Loans related to Loan Group 1 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 1 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 2; o the Additional Home Equity Loans related to Loan Group 2 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 2 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Insured Notes will have the benefit of the Insurance policy Policy issued by the Credit Enhancer. The Issuer agrees that the foregoing Grants are intended to grant in favor of the Indenture Trustee, for the respective benefit of the Secured Parties, a first priority, continuing lien and security interest in all of the Issuer's personal property. The Issuer authorizes the Indenture Trustee to file one or more financing statements describing the collateral as "all personal property" or "all assets" of the Issuer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinctiondistinction (except as specifically provided in this Indenture), and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit EnhancerSecured Parties, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 1; o the Additional Home Equity Loans related to Loan Group 1 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 1 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 2; o the Additional Home Equity Loans related to Loan Group 2 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 2 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Additionally, the Class 1-A Notes and the Class 2-A Notes will have the benefit of the Insurance policy Class 1-A Cap Contract and the Class 2-A Cap Contract, respectively, to the extent of the related Cap Payment (Cap Trust Share) for payment of related Cap Payment Entitlement. The Indenture Trustee has accepted an assignment of Cap Contract as Cap Contract Administrator and hereby agrees to hold each Cap Contract for the benefit of the Holders of the related Class of Notes pursuant to the Cap Contract Administration Agreement. The Insured Notes will have the benefit of the Policy issued by the Credit Enhancer. The Issuer agrees that the foregoing Grants are intended to grant in favor of the Indenture Trustee, for the respective benefit of the Secured Parties, a first priority, continuing lien and security interest in all of the Issuer's personal property. The Issuer authorizes the Indenture Trustee to file one or more financing statements describing the collateral as "all personal property" or "all assets" of the Issuer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinctiondistinction (except as specifically provided in this Indenture), and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit EnhancerSecured Parties, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class [1-A A] Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 [1] Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 [1] Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 1 [1] Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 1 [1] Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 [1] Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 [1] Mortgage Loans; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 [1] Mortgage Loans and the their contents of that account related to Loan Group [1]; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class [1-A] Notes are entitled to hold collections related to from Loan Group 1 Mortgage Loans prior to their distribution in accordance with the Notes [2]; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 [1] Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class [2-A A] Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 [2] Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 [2] Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 2 [2] Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 [2] Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 [2] Mortgage Loans; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 [2] Mortgage Loans and the their contents of that account related to Loan Group [2]; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class [2-A] Notes are entitled to hold collections related to from Loan Group 2 Mortgage Loans prior to their distribution in accordance with the Notes [1]; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 [2] Collateral"). The Notes will have the benefit of the Insurance policy Policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage Loans; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o the segregated account maintained to hold collections related to any Crossover Amount from Loan Group 1 Mortgage Loans prior to their distribution in accordance with the Notes 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage Loans; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o the segregated account maintained to hold collections related to any Crossover Amount from Loan Group 2 Mortgage Loans prior to their distribution in accordance with the Notes 1, and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Loan Group 1 Additional Loan Account; o the Loan Group 1 Additional Home Equity Loans acquired by the Trust from funds in the Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class 1-A Notes are entitled to hold collections related to from Loan Group 1 Mortgage Loans prior to their distribution in accordance with the Notes 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Loan Group 2 Additional Loan Account; o the Loan Group 2 Additional Home Equity Loans acquired by the Trust from funds in the Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class 2-A Notes are entitled to hold collections related to from Loan Group 2 Mortgage Loans prior to their distribution in accordance with the Notes 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy Policy issued by the Credit Enhancer. The Issuer agrees that the foregoing Grants are intended to grant in favor of the Indenture Trustee, for the respective benefit of the Holders of the Class 1-A Notes and Class 2-A Notes and for the benefit of the Credit Enhancer, a first priority, continuing lien and security interest in all of the Issuer's personal property. The Issuer authorizes the Indenture Trustee to file one or more financing statements describing the collateral as "all personal property" or "all assets" of the Issuer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class 1-A Notes are entitled to hold collections related to from Loan Group 1 Mortgage Loans prior to their distribution in accordance with the Notes 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class 2-A Notes are entitled to hold collections related to from Loan Group 2 Mortgage Loans prior to their distribution in accordance with the Notes 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy Policy issued by the Credit Enhancer. The Issuer agrees that the foregoing Grants are intended to grant in favor of the Indenture Trustee, for the respective benefit of the Holders of the Class 1-A Notes and Class 2-A Notes and for the benefit Credit Enhancer, a first priority, continuing lien and security interest in all of the Issuer's personal property. The Issuer authorizes the Indenture Trustee to file one or more financing statements describing the collateral as "all personal property" or "all assets" of the Issuer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage Loans; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class 1-A Notes are entitled to hold collections related to from Loan Group 1 Mortgage Loans prior to their distribution in accordance with the Notes 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage Loans; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class 2-A Notes are entitled to hold collections related to from Loan Group 2 Mortgage Loans prior to their distribution in accordance with the Notes 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy Policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 1; o the Additional Home Equity Loans related to Loan Group 1 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies and the Loan Insurance Policy related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause Sponsor Loss Coverage Obligation payments to be made and to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 1 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 2; o the Additional Home Equity Loans related to Loan Group 2 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies and the Loan Insurance Policy related to the Loan Group 2 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause Sponsor Loss Coverage Obligation payments to be made and to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 2 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Indenture Adoption Annex at as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 1; o the Additional Home Equity Loans related to Loan Group 1 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies and the Loan Insurance Policy related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause Sponsor Loss Coverage Obligation payments to be made and to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 1 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses chooses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Indenture Adoption Annex at as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 2; o the Additional Home Equity Loans related to Loan Group 2 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies and the Loan Insurance Policy related to the Loan Group 2 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause Sponsor Loss Coverage Obligation payments to be made and to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 2 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses chooses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Class 1-A Notes and the Class 2-A Notes will have the benefit of the Insurance policy Policy issued by the Credit Enhancer. The Issuer agrees that the foregoing Grants are intended to grant in favor of the Indenture Trustee, for the respective benefit of the Secured Parties, a first priority, continuing lien and security interest in all of the Issuer's personal property. The Issuer authorizes the Indenture Trustee to file one or more financing statements describing the collateral as "all personal property" or "all assets" of the Issuer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinctiondistinction (except as specifically provided in this Indenture), and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit EnhancerSecured Parties, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class 1-A Notes are entitled to hold collections related to from Loan Group 1 Mortgage Loans prior to their distribution in accordance with the Notes 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class 2-A Notes are entitled to hold collections related to from Loan Group 2 Mortgage Loans prior to their distribution in accordance with the Notes 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy Policy issued by the Credit Enhancer. The Issuer agrees that the foregoing Grants are intended to grant in favor of the Indenture Trustee, for the respective benefit of the Holders of the Class 1-A Notes and Class 2-A Notes and for the benefit of the Credit Enhancer, a first priority, continuing lien and security interest in all of the Issuer's personal property. The Issuer authorizes the Indenture Trustee to file one or more financing statements describing the collateral as "all personal property" or "all assets" of the Issuer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage Loans; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class 1-A Notes are entitled to hold collections related to from Loan Group 1 Mortgage Loans prior to their distribution in accordance with the Notes 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage Loans; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained Class 2-A Notes are entitled to hold collections related to from Loan Group 2 Mortgage Loans prior to their distribution in accordance with the Notes 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy Policy issued by the Credit Enhancer. The Issuer agrees that the foregoing Grants are intended to grant in favor of the Indenture Trustee, for the respective benefit of the Holders of the Class 1-A Notes and Class 2-A Notes and for the benefit Credit Enhancer, a first priority, continuing lien and security interest in all of the Issuer's personal property. The Issuer authorizes the Indenture Trustee to file one or more financing statements describing the collateral as "all personal property" or "all assets" of the Issuer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 1; o the Additional Home Equity Loans related to Loan Group 1 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 1 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 2; o the Additional Home Equity Loans related to Loan Group 2 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 2 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 1; o the Additional Home Equity Loans related to Loan Group 1 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies and the Loan Insurance Policy related to the Loan Group 1 Mortgage LoansLoans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause Sponsor Loss Coverage Obligation payments to be made and to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 1 Mortgage Loans and the their contents of that account related to Loan Group 1; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 1 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 2; and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 foregoing (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes Classes of Notes and series referred to in the Adoption Annex at as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancerrelevant Secured Parties, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Loan Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account related to Loan Group 2; o the Additional Home Equity Loans related to Loan Group 2 acquired by the Trust from funds in the related Additional Loan Account; o the Issuer's rights under hazard insurance policies and the Loan Insurance Policy related to the Loan Group 2 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause Sponsor Loss Coverage Obligation payments to be made and to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage LoansLoans ; o the segregated account Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and the their contents of that account related to Loan Group 2; o any Crossover Amount and Subordinated Transferor Collections the segregated account maintained to hold collections Class of Notes related to Loan Group 2 Mortgage Loans prior are entitled to their distribution in accordance with the Notes from Loan Group 1; and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Grants to the Indenture Trustee for the notes series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 1-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Group 1 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Group 1 Mortgage Loans; o the segregated account maintained to hold collections related to the Group 1 Mortgage Loans and the contents of that account related to Loan Group 1; o the segregated account maintained to hold collections related to Group 1 Mortgage Loans prior to their distribution in accordance with the Notes and this Indenture and the contents of that account related to Group 1 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 2 (collectively, the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Group 2 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Group 2 Mortgage Loans; o the segregated account maintained to hold collections related to the Group 2 Mortgage Loans and the contents of that account related to Loan Group 2; o the segregated account maintained to hold collections related to Group 2 Mortgage Loans prior to their distribution in accordance with the Notes and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 (collectively, the "Group 2 1 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal and interest on, and any other amounts owing on, the Notes, without prejudice, priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Noteholders and the Credit Enhancer, acknowledges the Grants, accepts the trusts under this Indenture in accordance with this Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the terms of the Transaction Documents.