Common use of The Certificates Clause in Contracts

The Certificates. The Certificates, evidencing a beneficial interest in the Trust, shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates, substantially in the Trust, form set forth in Exhibit A. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If Transfer of the Certificates may be printedis permitted pursuant to this Section 3.2 and Section 3.4, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.033.4.

The Certificates. (a) The Certificates, evidencing a beneficial interest Certificates shall be substantially in the Trustforms set forth in Exhibits A and B attached hereto, and shall be executed by the Trustee, authenticated by the Trustee (or any duly appointed Authenticating Agent) and delivered to or upon the order of the Depositor upon receipt by the Trustee of the documents specified in Section 2.1. The Certificates shall be issuable in Authorized Denominations evidencing Percentage Interests. Certificates shall be executed by manual or facsimile signature on behalf of the Trust Fund by manual or facsimile signature of an Authorized Officer authorized officers of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, were at the time when such signatures shall have been affixed, authorized to sign on behalf of execution the proper officers of the Trust, Trustee shall be valid and binding obligations of bind the TrustTrust Fund, notwithstanding that such individuals or any of them shall have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a No Certificate shall become a Certificateholder, and shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the rights form provided for herein executed by the Trustee or any Authenticating Agent by manual signature, and subject to such certificate upon any Certificate shall be conclusive evidence, and the obligations only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03their authentication.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest 10% Certificate Percentage Interest. The Certificates shall initially be registered in the Trust, name of IMH Assets Corp. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesCertificates shall be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates, substantially in the Trust, form set forth in Exhibit A. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If Transfer of the Certificates may be printedis permitted pursuant to this Section 3.2 and Section 3.4, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.033.4.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest in the Trust, 10% Certificate Percentage Interest. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.03. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.04. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.04.

The Certificates. The CertificatesCertificates shall be issued in minimum denominations of $[250,000] and in integral multiples of $10,000 in excess thereof; except for one Certificate that may not be in an integral multiple of $10,000; provided, evidencing a beneficial interest however, that the Designated Certificate issued pursuant to Section 3.11 may be issued in the Trust, amount of $_________. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The Certificates, evidencing Certificates shall be issued in minimum denominations of a beneficial interest Certificate Percentage Interest of 10.0000% and integral multiples of 0.0001% in the Trust, excess thereof. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trust, minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized a Trust Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteea Trust Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.03, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The Certificates, evidencing Certificates shall be issued in a beneficial interest in the Trust, single denomination of a 100% Certificate Percentage Interest. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesCertificates shall be issued as a single certificate, evidencing a substantially in the form of Exhibit A hereto, upon the order of the Owner Trustee, at the direction of the Sponsor, to the Depositor concurrently with the sale and assignment to the Issuing Entity of the Mortgage Loans by the Depositor, at the direction of the Sponsor, to the Owner Trustee. The Certificates shall represent the entire beneficial interest in the Trustassets of the Issuing Entity subject to the debt represented by the Notes. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof. The Certificates shall be executed on behalf of the Trust Issuing Entity by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuing Entity, shall be valid and binding obligations of the Trustvalid, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.034.04.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trustform of one Certificate, representing a 100% Certificate Percentage Interest. At initial issuance, the Certificates shall be issued to and registered in the name of Renaissance REIT Investment Corp. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person’s acceptance of a Certificate duly registered in such Person’s name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesCertificates shall be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates substantially in the Trust, form of Exhibit A. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If Transfer of the Certificates may be printedis permitted pursuant to this Section and Section 3.04, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.04.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trustform of one Certificate, representing a 100% Certificate Percentage Interest. At initial issuance, the Certificates shall be issued to and registered in the name of NC Residual IV Corporation. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest 10% Certificate Percentage Interest. The Certificates shall initially be registered in the Trust, name of IMH Assets Corp. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person’s acceptance of a Certificate duly registered in such Person’s name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The Certificates, evidencing Certificates shall be issued without a principal amount and shall evidence beneficial interest ownership interests in the Trust. The Certificates shall be printed, lithographed, or engraved or may be produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized a Trust Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trustvalid, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.4.

The Certificates. The CertificatesCertificates shall be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates, substantially in the Trust, form set forth in Exhibit A. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If Transfer of the Certificates may be printedis permitted pursuant to this Section 3.2 and Section 3.4, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.033.4.

The Certificates. The CertificatesCertificates shall be issued as a single certificate, evidencing a substantially in the form of Exhibit A hereto, upon the order of the Owner Trustee, at the direction of the Sponsor, to the Seller concurrently with the sale and assignment to the Trust of the Mortgage Loans by the Seller, at the direction of the Sponsor, to the Owner Trustee. The Certificates shall represent the entire beneficial interest in the Trustassets of the Trust subject to the debt represented by the Notes. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trustvalid, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.034.04.

The Certificates. The CertificatesCertificates shall be issued in minimum denominations of $[_____] and in integral multiples of $[______] in excess thereof, evidencing a beneficial interest provided that one Class D Certificate issued to the Depositor pursuant to Section 3.09 may be issued in the Trust, an irregular denomination that includes any residual amount. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized a Trust Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteea Trust Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.03.

The Certificates. (a) The Certificates, evidencing a beneficial interest Certificates shall be substantially in the Trustforms annexed hereto as Exhibit B and shall, shall upon original issue, be executed and delivered by the Servicer to the Trustee for authentication and redelivery to or upon the order of the Representative, on behalf of the Trust Originators, upon receipt by the Trustee of the documents specified in Section 2.04. All Certificates shall be executed by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Servicer by its President, one of its Executive Vice Presidents or Vice Presidents, or by its Treasurer, in the denominations specified in the definition of Percentage Interest, and shall be authenticated by manual signature on behalf of the Trustee by the manual or facsimile signature one of an Authorized Officer of the Owner Trusteeits authorized signatories. Certificates bearing the manual or facsimile signatures of individuals who were, were at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trustexecution or authentication of the Certificates the proper officers of the Servicer or an authorized signatory of the Trustee, as the case may be, shall be valid and binding obligations of bind the TrustServicer or the Trustee, as the case may be, notwithstanding that such individuals or any of them shall have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The All Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates issued hereunder shall be issued in minimum denominations dated the date of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03their authentication.

The Certificates. The Certificates, evidencing a beneficial interest Certificates and the Additional Certificate shall be substantially in the Trustforms annexed hereto as, in the case of the Class A-1 Certificate, Exhibit B-1, in the case of the Class A-2 Certificate, Exhibit B-2, in the case of the Class A-3 Certificate, Exhibit B-3, in the case of the Class A-4 Certificate, Exhibit B-4, in the case of the Class R Certificate, Exhibit B-5 and in the case of the Additional Certificate, Exhibit B-6. All Certificates and the Additional Certificate shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by an authorized officer and authenticated by the manual or facsimile signature of an Authorized Officer of the Owner Trusteeauthorized officer. Any Certificates and any Additional Certificate bearing the manual or facsimile signatures of individuals who were, were at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations execution thereof the authorized officers of the TrustTrustee shall bind the Trustee, notwithstanding that such individuals or any of them shall have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates or Additional Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The All Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in and the form of Exhibit A hereto. The Certificates Additional Certificate issued hereunder shall be issued in minimum denominations dated the date of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03their authentication.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest in the Trust, 10% Certificate Percentage Interest. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.03 hereof. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person’s acceptance of a Certificate duly registered in such Person’s name, pursuant to Section 3.04 hereof. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.04 hereof.

The Certificates. The Certificates, evidencing Certificates shall be issued without a principal amount and shall evidence beneficial interest ownership interests in the Trust. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trustvalid, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.4.

The Certificates. The CertificatesCertificates shall be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates substantially in the Trust, form of Exhibit A. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If Transfer of a Percentage Interest of 5.00% Certificate is permitted pursuant to this Section and integral multiples of 5.00% in excess thereof. A Section 3.04, the transferee of a such Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.033.04.

The Certificates. The CertificatesCertificates shall be issued as a single certificate, evidencing a substantially in the form of Exhibit A hereto, upon the order of the Sponsor to the Owner Trustee concurrently with the sale and assignment to the Trust of the Mortgage Loans. The Certificates shall represent the entire beneficial ownership interest in the Trustassets of the Trust subject to the debt represented by the Notes. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trustvalid, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.034.04.

The Certificates. The CertificatesCertificates shall be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates, in the Trust, form set forth in Exhibit A. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If Transfer of the Certificates may be printedis permitted pursuant to this Section 3.2 and Section 3.4, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.4.

The Certificates. The CertificatesCertificates shall be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates substantially in the Trust, form of Exhibit A. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If Transfer of the Certificates may be printedis permitted pursuant to this Section and Section 3.04, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.033.04.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest 10% Certificate Percentage Interest. The Certificates shall initially be registered in the Trust, names of ECR Investment Corp. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesCertificates shall be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates, in the Trustform set forth in Exhibit A, in minimum denominations of at least $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that a single Certificate may be issued in a denomination equal to the Initial Certificate Balance less the aggregate denominations of all other Certificates or a denomination less than $1,000. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If Transfer of the Certificates may be printedis permitted pursuant to this Section 3.2 and Section 3.4, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.4.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $41,666,668.49 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $52,083,334.36 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trust, minimum denominations of $250,000 and in integral multiples of $10,000 in excess thereof. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized a Trust Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteea Trust Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $41,666,666.68 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $59,308,919.50 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest 10% Certificate Percentage Interest. The Certificates shall initially be registered in the Trust, name of HMB Acceptance Corp. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.03. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person’s acceptance of a Certificate duly registered in such Person’s name, pursuant to Section 3.04. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.04.

The Certificates. The CertificatesEach Class of the Certificates shall be issued in definitive, evidencing a beneficial interest fully registered form and shall initially be registered in the Trust, name of the Initial Holder. The Class B Certificate shall be issued in minimum denominations of 1% Percentage Interest in such Certificates. The Class L Certificates shall not be issued in authorized denominations of less than a 100% Percentage Interest in such Certificates. The Class R Certificates shall not be issued in authorized denominations of less than a 100% Percentage Interest in such Certificates. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.02. Certificates A Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereofCertificate. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transfereePerson’s acceptance of a Certificate duly registered in such transfereePerson’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $47,137,850.19 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $62,499,952.99 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $52,083,876.49 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $41,666,671.80 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $57,614,238.54 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $52,083,363.58 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $52,083,334.21 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trust, form of one or more Certificates each representing not less than a 10% Certificate Percentage Interest. The Certificates shall initially be registered in the name of NovaStar Certificates Financing Corporation ("NCFC"). The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $56,416,057.15 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $61,260,676.66 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $62,500,260.77 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The Certificates, evidencing a beneficial interest in the Trust, Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized a Trust Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized a Trust Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $41,669,415.04 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $52,149,047.88 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $52,083,335.64 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trustform of one or more Certificates each representing not less than a 10% Certificate Percentage Interest. The Certificates shall initially be registered in the name of PacificAmerica Money Center, Inc. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesCertificates shall be issued as a single certificate, evidencing a substantially in the form of Exhibit A hereto, upon the order of the Owner Trustee, at the direction of the Sponsor, to the Depositor concurrently with the sale and assignment to the Issuer of the Mortgage Loans by the Depositor, at the direction of the Sponsor, to the Owner Trustee. The Certificates shall represent the entire beneficial interest in the Trustassets of the Issuer subject to the debt represented by the Notes. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be valid and binding obligations of the Trustvalid, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.034.04.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trust, form of one or more Certificates each representing not less than a 10% Certificate Percentage Interest. The Certificates shall initially be registered in the name of IMH Assets Corp. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $41,666,668.41 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $52,084,171.97 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest 10% Certificate Percentage Interest. The Certificates shall initially be registered in the Trust, name of HMB Acceptance Corp. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.03. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.04. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.04.

The Certificates. The Certificates, evidencing a beneficial interest in the Trust, Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer authorized officer of Owner Trustee, and the Owner Trustee shall have the power and authenticated authority and it is hereby authorized and empowered, in the name and on behalf of the Owner Trustee by Trust, to authorize, execute, issue and deliver the manual or facsimile signature of an Authorized Officer of the Owner TrusteeCertificates. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If a transfer of the Certificates may be printedis permitted pursuant to Section 3.11, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.033.4. Certificates shall be issued substantially in the form set forth in Exhibit A, in minimum denominations of $10,000,000 and in integral multiples of $1,000,000 in excess thereof (except for one Certificate which may be issued in a denomination other than an integral multiple of $1,000,000).

The Certificates. The Trust Certificates shall be issued in the form of one or more Trust Certificates, evidencing each representing not less than a beneficial interest 10% Certificate Percentage Interest. The Trust Certificates shall initially be registered in the Trust, name of Taberna Loan Holdings I LLC. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. The Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesTrust Certificates shall initially be issued as a single certificate in definitive, evidencing a beneficial interest fully registered form and shall initially be registered in the Trust, name of the Initial Holder. No Trust Certificate shall be issued in authorized denominations of less than a 100% Percentage Interest in such Certificates. The Class S Certificates shall initially be issued as Book-Entry Certificates in minimum denominations of $1,000,000 in original Notional Principal Balance and integral multiples of $1,000 thereof. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.02. Certificates A Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereofCertificate. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transfereePerson’s acceptance of a Certificate duly registered in such transfereePerson’s name pursuant to Section 3.03.

The Certificates. The Certificates, evidencing a beneficial interest Each Class of Certificates shall be issued in the Trust, form of one or more Certificates each representing not less than a 10% Certificate Percentage Interest of such Class. Each Class of Certificates shall initially be registered in the name of Southern Pacific Funding Corporation. Each Class of Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesCertificates shall initially be issued as three certificates in definitive, evidencing a beneficial interest fully registered form and shall initially be registered in the Trust, names set forth in Exhibit A. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.03. Certificates A Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates a Certificate or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereofCertificate. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.04. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.04.

The Certificates. The CertificatesCertificates shall be issued ---------------- in one or more registered, evidencing a beneficial interest definitive, physical certificates, in the Trustform set forth in Exhibit A, in minimum denominations of at least $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that a single -------- ------- Certificate may be issued in a denomination equal to the Initial Certificate Balance less the aggregate denominations of all other Certificates or a denomination less than $1,000. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If Transfer of the Certificates may be printedis permitted pursuant to this Section 3.2 and Section 3.4, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.4.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest in the Trust, 10% Certificate Percentage Interest. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.03. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person’s acceptance of a Certificate duly registered in such Person’s name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to and upon satisfaction of the conditions set forth in Section 3.03.

The Certificates. Certificates shall be issuable in minimum dollar denominations of $1,000 initial Certificate Principal Balance each and integral multiples of $1 in excess thereof. The CertificatesResidual Certificates shall be issuable in minimum denominations of not less than a 99.99% Percentage Interest; provided, evidencing however, that one Class R-I Certificate and one Class R-II Certificate will be issuable to Bank of America, Federal Savings Bank as "tax matters person" pursuant to Section 10.01(c) and (e) in a beneficial interest in the Trust, minimum denomination representing a Percentage Interest of not less than 0.01%. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, were at the time when of issuance of such signatures shall have been affixed, authorized to sign on behalf Certificates the proper officers of the Trust, Trustee shall be valid and binding obligations of bind the TrustTrustee, notwithstanding that such individuals or any of them shall have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a No Certificate shall become a Certificateholder, and shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the rights form provided for herein executed by the Certificate Registrar by manual signature, and subject to such certificate upon any Certificate shall be conclusive evidence, and the obligations only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03their authentication.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest 10% Certificate Percentage Interest. At initial issuance, the Certificates shall be issued to and registered in the Trust, name of NC Residual IV Corporation. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesClass A Certificates shall be issued in denominations of $1,000 and integral multiples thereof; provided, evidencing however, that one Class A-1 Certificate, one Class A-2 Certificate, one Class A-3 Certificate, one Class A-4 Certificate and one Class A-5 Certificate may be issued in a beneficial interest denomination that represents any residual amount of such class and that such residual amount Certificates may be retained by the Depositor. The Class I Certificates shall be issued in one or more whole dollar denominations which in the Trustaggregate do not exceed the Original Notional Principal Amount; provided, however, that one Class I Certificate may be issued in a denomination that represents any residual amount of Class I Certificates. The Class IC Certificate shall be issued in the form of one or more Certificates and shall initially be issued to the Depositor. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized a Responsible Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The Certificates, evidencing Certificates shall be issued in minimum denominations of a beneficial interest 1.00% Certificate Percentage Interest and integral multiples of a 0.01% Certificate Percentage Interest in the Trust, excess thereof. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesCertificates shall initially be issued as certificates in definitive, evidencing a beneficial interest fully registered form and shall initially be registered in the Trustnames set forth in Exhibits A-1 through A-3. The Class S Certificate shall have the benefit of the Policy, as set forth in the Indenture. The Class X-1 Certificate will be issued as a single certificate and will not have a certificate principal balance. The Class X-1 Certificates will not represent Regular Interests in any REMIC created pursuant to the Indenture. The Certificates shall be executed on behalf of the Trust Issuing Entity by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of Indenture Trustee in the Owner Trusteemanner provided in Section 3.03. Certificates A Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuing Entity, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.04.

The Certificates. The CertificatesCertificates shall be issued in minimum denominations of a Certificate Percentage Interest of 10.0000% and integral multiples of 0.0001% in excess thereof; provided, evidencing however, that the Designated Certificate initially issued pursuant to Section 3.12 may be issued in a beneficial interest Certificate Percentage Interest of 1.0000%; and provided further, that Certificates may be issued in minimum denominations of less than 10.0000% in accordance with the Trust, provisions of Section 3.14. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.03.3.05. [NY01B:313787.4] 16069-00394 03/27/97 3:03pm 7

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest in the Trust, 10% Certificate Percentage Interest. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.03. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.03.

The Certificates. The Certificates shall be issued ----------------- in the form of one or more Certificates, evidencing each representing not less than a beneficial interest 10% Certificate Percentage Interest. The Certificates shall initially be registered in the Trust, name of IMH Assets Corp. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest in the Trust, 10% Certificate Percentage Interest. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.03. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.03.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be substantially ---------------- in the Trustform set forth in Exhibit A-1 hereto, with such charges as may be specified in a supplement to this Trust Agreement. Except as otherwise set forth in a supplement to this Trust Agreement, the Certificates shall be issued from time to time in minimum Percentage Interests of 10% and integral multiples of 1% in excess thereof; provided, however, that one Certificate may be issued in a different denomination. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of or the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeCertificate Registrar. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the TrustTrust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.04.

The Certificates. The Certificates, evidencing Certificates shall be issued in a beneficial interest in the Trust, single denomination of a 100% Certificate Percentage Interest. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. 5 A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesDepositor, evidencing in its sole discretion, may `equest the Owner Trustee to issue a beneficial interest in Certificate or Certificates to represent the Trust, Residual Interest. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeTrust. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustOwner Trustee, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If a transfer of the Certificates may be printedis permitted pursuant to Section 3.11, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.4.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trust, form of one or more Certificates each representing not less than a 10% Certificate Percentage Interest. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agree- ment, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificate- holder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such trans- feree's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trustform of three Certificates attached hereto as Exhibit A, each representing a 100% Certificate Percentage Interest in such class. At initial issuance, the Certificates shall be registered in the name of NIC OTC LLC. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesCertificates shall be issued in ---------------- one or more registered, evidencing a beneficial interest definitive, physical certificates, in the Trustform set forth in Exhibit A, in minimum denominations of at least $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that a single Certificate may be -------- ------- issued in a denomination equal to the Initial Certificate Balance less the aggregate denominations of all other Certificates or a denomination less than $1,000. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If Transfer of the Certificates may be printedis permitted pursuant to this Section 3.2 and Section 3.4, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.4.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trust, form of one or more Certificates each representing not less than a 10% Certificate Percentage Interest. The Certificates shall initially be registered in the name of NovaStar Certificates Financing Corporation ("NCFC"). The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agree- ment, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificate- holder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such trans- feree's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trust, form of one or more Certificates each representing not less than a 10% Certificate Percentage Interest. The Certificates shall initially be registered in the name of Superior Bank FSB. Each Class of Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest 10% Certificate Percentage Interest. At initial issuance, the Certificates shall be issued to and registered in the Trust, name of New Century Credit Corporation. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesGroup I Certificates and Group II Certificates shall initially be issued as four certificates in definitive, evidencing a beneficial interest fully registered form and shall initially be registered in the Trust, names set forth in Exhibits A-1 through A-4. The Class I-X Certificate and Class II-X Certificate will be issued as single certificates and will not have a Certificate Principal Balance. The Class X Certificates will not represent Regular Interests in any REMIC created pursuant to the Indenture. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of Securities Administrator in the Owner Trusteemanner provided in Section 3.03. Certificates A Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.04.

The Certificates. The Certificates, evidencing Certificates shall be issued in minimum denominations of a beneficial interest one percent (1%) Percentage Interest in the Trust, . The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefit of this Agreement and shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Certificate, if any, shall become a Certificateholder, shall become bound by this Agreement and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.04.

The Certificates. The CertificatesCertificates shall be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates substantially in the Trustform of Exhibit A hereto, in minimum denominations of at least $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that a single Certificate may be issued in a denomination equal to the Initial Certificate Balance less the aggregate denominations of all other Certificates or a denomination less than $1,000. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized signatory of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee If Transfer of a Certificate is permitted pursuant to this Section and Section 3.04, the transferee shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.04.

The Certificates. The Certificates, evidencing a beneficial interest in Certificates and the Trust, interests represented by the Certificates are hereby deemed to be “securities” under Article 8 of the UCC and shall be governed by Article 8 of the UCC. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon due registration of such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.033.4 hereof provided, that the number of Certificateholders at no time may exceed 95.

The Certificates. The CertificatesCertificates shall initially be issued as four certificates in definitive, evidencing a beneficial interest fully registered form and shall initially be registered in the Trust, names set forth in Exhibits A-1 through A-4. The Class X Certificates will be issued as single certificates and will not have a Certificate Principal Balance. The Class X Certificates will not represent Regular Interests in any REMIC created pursuant to the Indenture. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of Securities Administrator in the Owner Trusteemanner provided in Section 3.03. Certificates A Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.04.

The Certificates. Initially, the Trust shall ----------------- issue the Certificates in a single denomination of a 100.00% Certificate Percentage Interest. The Certificates, evidencing a beneficial interest in the Trust, Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by manner provided in Section 3.04. If the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing bear the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, it shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Owner Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such the Certificates or did not hold such offices at the date of authentication and delivery of such the Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of the Certificateholders hereunder upon such Person's acceptance of the Certificates duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder hereunder, and shall be entitled to the rights and subject to the obligations of the Certificateholders hereunder upon such transferee’s 's acceptance of a such Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesEach Class of the Certificates shall be issued in definitive, evidencing a beneficial interest fully registered form and shall initially be registered in the Trust, name of the Initial Holder. The Class B Certificate shall be issued in minimum denominations of 1% Percentage Interest in such Certificates. The Class L Certificates shall not be issued in authorized denominations of less than a 100% Percentage Interest in such Certificates. The Class R Certificates shall not be issued in authorized denominations of less than a 100% Percentage Interest in such Certificates. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.02. Certificates A Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereofCertificate. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s Person's acceptance of a Certificate duly registered in such transferee’s Person's name pursuant to Section 3.03.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trust, form of one or more Certificates each representing not less than a 10% Certificate Percentage Interest. The Certificates shall initially be registered in the name of Impac Secured Assets Corp. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The CertificatesEach Residual Interest Certificate shall be issued and maintained in definitive, fully registered form as a single Certificate evidencing a beneficial interest in the Trust, Percentage Interest of not less than 25%. Each Certificate shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Upon issuance of the Certificates, the Owner Trustee shall authenticate the Certificates in accordance with the written instructions of the prospective transferee thereof. Neither the Certificate Registrar nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be printedprotected in relying on, lithographedsuch instructions. Upon the issuance of any such Certificate, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form Owner Trustee shall recognize the Holders of Exhibit A heretothe Certificates as Certificateholders. The Certificates shall be issued printed, lithographed or engraved or may be produced in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled any other manner as is reasonably acceptable to the rights and subject to the obligations of a Certificateholder hereunderOwner Trustee, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03as evidenced by its execution thereof.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest 10% Certificate Percentage Interest. At initial issuance, the Certificates shall be issued to and registered in the Trustname of Argent Mortgage Company, LLC. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.05. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.05.

The Certificates. The Certificates (other than the Class A-IO Certificates) shall be issued in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. Class A-IO Certificates shall be issued in minimum Percentage Interests of 20%. The Residual Interest Certificate shall be issued as a single Certificate in definitive, evidencing a beneficial interest fully registered form, representing 100% of the Percentage Interest in the Trust, such Certificate. The Certificates shall be executed in the name of and on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Owner Trustee by Trust, to authorize, execute, authenticate, issue, and deliver the manual or facsimile signature of an Authorized Officer of the Owner TrusteeCertificates. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholderan Owner, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderan Owner hereunder and under the Sale and Servicing Agreement, upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.04.

The Certificates. The Certificates, evidencing a beneficial interest Unless otherwise specified in the Trust---------------- Agreement, the Certificates shall be issued in fully registered form in minimum denominations of $1,000 and integral multiples thereof, except that one Certificate may be issued in a different denomination. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, Trust shall be valid validly issued and binding obligations entitled to the benefit of the TrustAgreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.03.8.03. ------------

The Certificates. The CertificatesCertificates shall be initially issued to Bank One, evidencing National Association as a beneficial interest single Certificate in the Trust, a Percentage Interest of 100%. The Certificate shall be divisible into denominations of a single class representing minimum Percentage Interests of not less than 5%. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee, and the Owner Trustee shall have the power and authenticated authority and it is hereby authorized and empowered, in the name and on behalf of the Owner Trustee by Trust, to authorize, execute, issue and deliver the manual or facsimile signature of an Authorized Officer of the Owner TrusteeCertificates. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If a transfer of the Certificates may be printedis permitted pursuant to Section 3.11, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.033.4.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest in the Trust, 10% Certificate Percentage Interest. The Certificates shall be executed on behalf of the Trust Issuing Entity by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.03. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.04. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.04.

The Certificates. The Certificates shall be issued in the form of one or more Certificates, evidencing each representing not less than a beneficial interest 10% Certificate Percentage Interest. The Certificates shall initially be registered in the Trustname of Bear, Xxxxxxx Securities Corporation. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.03. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunderhereunder upon such Person's acceptance of a Certificate duly registered in such Person's name, pursuant to Section 3.04. A transferee of a Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to and upon satisfaction of the conditions set forth in Section 3.033.04.

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $[ ] distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be issued in the Trust, minimum denominations of $25,000.00 and in integral multiples of $1,000.00 in excess thereof. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized a Trust Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteea Trust Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. 9 (Nissan 2008-A Amended & Restated Trust Agreement) A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

The Certificates. The CertificatesCertificates shall be issued in one ---------------- or more registered, evidencing a beneficial interest definitive, physical certificates substantially in the Trustform of Exhibit A hereto, in minimum denominations of at least $1,000 and integral multiples of $1,000 in excess thereof; provided, however, that a single Certificate may be issued in a denomination equal to the Initial Certificate Balance less the aggregate denominations of all other Certificates or a denomination less than $1,000. The Certificates may be in printed or typewritten form and shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized signatory of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If Transfer of the Certificates may be printedis permitted pursuant to this Section and Section 3.04, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.04.