Common use of Registered Owner Clause in Contracts

Registered Owner. DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class F Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class F Certificates") issued and to be issued under the Trust Agreement. This Class F Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings to be made by the Holder of this Certificate shall be set forth in the Term Funding Schedule. This Class F Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs at the applicable Certificate Interest Rate. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class F A Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class F A Certificates") issued and to be issued under the Trust Agreement. This Class F A Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F A Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings to be made by the Holder of this Certificate shall be set forth in the Term Funding Schedule. This Class F A Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F A Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs at the applicable Certificate Interest Rate. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class F D Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class F D Certificates") issued and to be issued under the Trust Agreement. This Class F D Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F D Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings to be made by the Holder of this Certificate shall be set forth in the Term Funding Schedule. This Class F D Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F D Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs at the applicable Certificate Interest Rate. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class F B Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class F B Certificates") issued and to be issued under the Trust Agreement. This Class F B Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F B Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings to be made by the Holder of this Certificate shall be set forth in the Term Funding Schedule. This Class F B Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F B Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs at the applicable Certificate Interest Rate. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class F E Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class F E Certificates") issued and to be issued under the Trust Agreement. This Class F E Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F E Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings to be made by the Holder of this Certificate shall be set forth in the Term Funding Schedule. This Class F E Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F E Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs at the applicable Certificate Interest Rate. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class F R Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class F R Certificates") issued and to be issued under the Trust Agreement. This Class F R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect theretoto this Certificate. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings Class R Certificateholders are entitled to be made by receive certain distributions from the Holder of this Certificate Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R Certificates shall be payable only to the extent of amounts available in accordance with, and to the extent of, the priorities for payment of Class R Certificates set forth in the Term Funding Schedule. This Class F Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as Section 8 of the first day Supplement for this Series and Sections 5.01 and 5.03 of the Accrual Period) at Trust Agreement, in installments ending no later than the Certificate Interest Rate, until and including Series Termination Date unless the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon the registration of transfer hereof or in arrears exchange herefor or in lieu hereof, whether or not such payment is noted on each Payment Datethis Class R Certificate. In addition, All payments with respect to any Funding by all of the Class F R Certificates of this a Series occurring in any Accrual Period following shall be made on a pro rata basis based upon the preceding Payment Date, percentage interest specified on the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs at the applicable Certificate Interest Rate. In making any interest paymentface hereof; provided that, if the interest calculation with respect to as a Certificate shall result in of such proration a portion of such payment being woul -------- be less than $0.01, then such payment shall be decreased reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and no subsequent adjustment thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be made affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in respect thereofregistered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Registered Owner. DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class F C Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class F C Certificates") issued and to be issued under the Trust Agreement. This Class F C Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F C Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings to be made by the Holder of this Certificate shall be set forth in the Term Funding Schedule. This Class F C Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F C Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs at the applicable Certificate Interest Rate. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. DELIVERY DATE: ----- --,---- SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ----------- ---------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15August 1, 19991998, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class F Term A-R Revolving Certificates, Series 19991998-1 having a scheduled maturity of August 16, 1999 and a Series Termination Date of July 15, 2019 (herein called the "Class F A-R Certificates") issued and to be issued under the Trust Agreement. This Class F A-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F A-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings to be made by the Holder of this Certificate (as reduced by any amounts distributed as principal during the Funding Period), pursuant to this Certificate, shall be set forth in the Term Funding Schedulenot exceed ($ ). -------- This Class F A-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F A-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be paid on the next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of this Certificate Interest Rateis not paid in full by its Scheduled Maturity, then, for any Accrual Period commencing on or after such Scheduled Maturity, the Floating Rate Spread on this Certificate shall be increased by 1.00%. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Trust I Home Equity Loans listed in Schedule I-A and Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the Seller and the Conduit Sellers are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Trustee, together with the related Home Equity Loan documents and the Depositor's interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the "Trust") formed by Allegiance Funding I, LLC (the "DepositorTrust Estate"). The Trust was created pursuant Owner hereof is entitled to principal payments on each Distribution Date, as hereinafter described, which will fully amortize such original Certificate Principal Balance of the Class M-2 Certificates over the period from the date of initial issuance of the Certificates to the Trust AgreementFinal Scheduled Distribution Date for the Class M-2 Certificates. Therefore, dated as the actual Outstanding principal amount of August 1this Certificate may, 1998on any date subsequent to November 26, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2001 (the "Trustee"first Distribution Date), and Point West Capital Corporation, as Servicer, and be less than the Supplement to Trust Agreement for Term Series 1999-1, dated as original Certificate Principal Balance of September 15, 1999, among the DepositorClass M-2 Certificates set forth above. Upon receiving the final distribution hereon, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference Owner hereof is made required to send this Certificate to the Trust Trustee. The Pooling and Servicing Agreement for a statement provides that, in any event, upon the making of the respective rights thereunder of final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Depositor, the Trustee Pooling and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Servicing Agreement. This Certificate is one of a duly Class of duly-authorized issue of Certificates designated as the Class F Term Centex Home Equity Loan Trust 2001-C, Home Equity Loan Asset-Backed Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 Class M-2 (herein called the "Class F M-2 Certificates") issued and to be issued under the Trust Agreement. This Class F Certificate is issued under and is subject to the terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of October 1, 2001 (the Trust "Pooling and Servicing Agreement") by and among Centex Home Equity Company, LLC, in its capacity as a seller (the "Seller") and as the Servicer (the "Servicer"), CHEC Funding, LLC, in its capacity as Depositor (the "Depositor"), CHEC Conduit Funding, LLC, as Conduit Seller, ▇▇▇▇▇▇▇ Street Funding II, LLC, as Conduit Seller II and Bank One, National Association, in its capacity as the Trustee (the "Trustee"), to which Trust Pooling and Servicing Agreement the holder Owner of this Class F Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder Owner is bound. Also issued under the Pooling and Servicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2001-C Home Equity Loan Asset-Backed Certificates, Class A-1 (the "Class A-1 Certificates"), Class A-2 (the "Class A-2 Certificates"), Class A-3 (the "Class A-3 Certificates"), Class A-4 (the "Class A-4 Certificates"), Class A-5 (the "Class A-5 Certificates"), Class A-6 (the "Class A-6 Certificates"), Class A-7 (the "Class A-7 Certificates"), Class M-1 (the "Class M-1 Certificates"), Class B (the Class B Certificates"), Class X-IO (the "Class X-IO Certificates"), and Class R-1 and Class R-2 (together, the "Class R Certificates"). The Holder Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates, the Class A-6 Certificates, the Class A-7 Certificates, the Class M-1 Certificates, the Class M-2 Certificates and the Class B Certificates shall be together referred to as the "Offered Certificates" and the Offered Certificates, the Class X-IO Certificates and the Class R Certificates are together referred to herein as the "Certificates." Terms capitalized herein and not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. On the 25th day of each month, or, if such day is not a Business Day, then the next succeeding Business Day (each such day being a "Distribution Date") commencing November 26, 2001, the Owners of the Class M-2 Certificates as of the close of business on the last Business Day of the calendar month immediately preceding the calendar month in which a Distribution Date occurs (the "Record Date") will be entitled to receive the Class Principal Distribution Amount relating to such Certificates on such Distribution Date. Distributions will be made in immediately available funds to Owners of Certificates having an aggregate original Certificate Principal Balance of at least $1,000,000 (by wire transfer or otherwise) to the account of an Owner at a domestic bank or other entity having appropriate facilities therefor, if such Owner has so notified the Trustee, or by check mailed to the address of the person entitled thereto as it appears on the Register. Each Owner of record of a Class M-2 Certificate will be entitled to receive such Owner's Percentage Interest in the amounts due on such Distribution Date to the Owners of the Class M-2 Certificates. The Percentage Interest of each Class M-2 Certificate as of any date of determination will be equal to the percentage obtained by dividing the original Certificate Principal Balance of such Class M-2 Certificate on the Startup Day by the aggregate Certificate Principal Balance of the Class M-2 Certificates on the Startup Day. The Trustee or any duly-appointed Paying Agent will duly and punctually pay distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Owner shall be considered as having been paid by the Trustee to such Owner for all purposes of the Pooling and Servicing Agreement. The Home Equity Loans will be serviced by the Servicer pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its obligations under the Pooling and Servicing Agreement. This Certificate does not represent a deposit or other obligation of, or an interest in, nor are the underlying Home Equity Loans insured or guaranteed by, CHEC Funding, LLC, ▇▇▇▇▇▇▇ Street Funding II, LLC or Centex Home Equity Company, LLC or any of their Affiliates. This Certificate is limited in right of payment to certain collections and recoveries relating to the Home Equity Loans and amounts on deposit in the Certificate Account and the Principal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), as more specifically set forth hereinabove and in the Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and such right shall not be impaired without the consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such date and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification of REMIC I and REMIC II as REMICs under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth and referred to on the face hereof, the transfer of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth registrable in the Transaction Documents. The Fundings made by the Holder Register upon surrender of this Certificate for registration of transfer at the office designated as the location of the Register duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Depositor shall Registrar duly executed by, the Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Certificates of the like Class, tenor and a like Percentage Interest will be evidenced by this Certificate issued to the designated transferee or transferees. The Pooling and Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the Certificateholder shall endorse on modifications of rights and obligations of the schedule annexed hereto and made a part hereof, or elsewhere in its internal recordsparties provided therein by the Depositor, the date and amount of each Funding made by it to Trustee, the Depositor Seller and the amount Servicer at any time and from time to time, without the consent of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such recordsOwners; provided that eac -------- Certificateholder's endorsements or records shall in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the Owners will be effective only if they are in agreement with the register maintained required prior to amendments. Any such consent by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings to be made by the Holder Owner of this Certificate shall be set forth conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the Term Funding SchedulePooling and Servicing Agreement. This The Class F M-2 Certificates are issuable only as registered Certificates in minimum denominations of $25,000 original Certificate bears interest during each Accrual Period on Principal Balance and in integral multiples of $1,000 in excess of $25,000. As provided in the Outstanding Principal Amount hereof (as Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class M-2 Certificates are exchangeable for new Class M-2 Certificates of authorized denominations evidencing the same aggregate principal amount. No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the first day of Trustee may treat the Accrual Period) at Person in whose name this Certificate is registered as the Certificate Interest Rateowner hereof for all purposes, until and including neither the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof Trustee nor any such agent shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding affected by the Class F Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs at the applicable Certificate Interest Rate. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased notice to the nearest whole cent, and no subsequent adjustment shall be made in respect thereofcontrary.

Registered Owner. B-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- --- --,--- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ---------- ---------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15August 1, 19991998, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class F Term B-R Revolving Certificates, Series 19991998-1 having a Scheduled Maturity of September 15, 1999 and a Series Termination Date of July 15, 2019 (herein called the "Class F B-R Certificates") issued and to be issued under the Trust Agreement. This Class F B-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F B-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings to be made by the Holder of this Certificate (as reduced by any amounts distributed as principal during the Funding Period), pursuant to this Certificate, shall be set forth in the Term Funding Schedulenot exceed ($ ). --------- This Class F B-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F B-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be paid on the next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of this Certificate Interest Rateis not paid in full by its Scheduled Maturity, then, for any Accrual Period commencing on or after such Scheduled Maturity, the Applicable Rate Spread on this Certificate shall be increased by 1.00%. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. B-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class F Term B-R Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class F B-R Certificates") issued and to be issued under the Trust Agreement. This Class F B-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F B-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings required to be made by the Holder of this Certificate shall be as set forth in the Term Revolving Funding Schedule. This Class F B-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F B-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be paid on the next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of this Certificate is not paid in full by its Scheduled Maturity, then, for any Accrual Period commencing on or after such Scheduled Maturity, the Certificate Interest RateRate on this Certificate shall be increased by 1.00%. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. C-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- --,---- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ---------- ---------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15August 1, 19991998, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class F Term C-R Revolving Certificates, Series 19991998-1 having a Scheduled Maturity of September 15, 1999 and a Series Termination Date of July 15, 2019 (herein called the "Class F C-R Certificates") issued and to be issued under the Trust Agreement. This Class F C-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F C-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- each --------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings to be made by the Holder of this Certificate (as reduced by any amounts distributed as principal during the Funding Period), pursuant to this Certificate, shall be set forth in the Term Funding Schedulenot exceed ($ ). ------- This Class F C-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F C-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be paid on the next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of this Certificate Interest Rateis not paid in full by its Scheduled Maturity, then, for any Accrual Period commencing on or after such Scheduled Maturity, the Applicable Rate Spread on this Certificate shall be increased by 1.00%. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. DELIVERY DATE: ----- --, ---- SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ------------ --------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 151, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class F Term B-R Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class F B-R Certificates") issued and to be issued under the Trust Agreement. This Class F B-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F B-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings required to be made by the Holder of this Certificate Certificate, shall be as set forth in the Term Revolving Funding Schedule. This Class F B-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F B-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be paid on the next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of this Certificate Interest Rateis not paid in full by its Scheduled Maturity, then, for any Accrual Period commencing on or after such Scheduled Maturity, the Floating Rate Spread on this Certificate shall be increased by 1.00%. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class F Term A-R Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class F A-R Certificates") issued and to be issued under the Trust Agreement. This Class F A-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F A-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings required to be made by the Holder of this Certificate shall be as set forth in the Term Revolving Funding Schedule. This Class F A-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F A-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be paid on the next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of this Certificate is not paid in full by its Scheduled Maturity, then, for any Accrual Period commencing on or after such Scheduled Maturity, the Certificate Interest RateRate on this Certificate shall be increased by 1.00%. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class F Term A-R Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class F A-R Certificates") issued and to be issued under the Trust Agreement. This Class F A-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F A-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- each Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings required to be made by the Holder of this Certificate shall be as set forth in the Term Revolving Funding Schedule. This Class F A-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F A-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be paid on the next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of this Certificate is not paid in full by its Scheduled Maturity, then, for any Accrual Period commencing on or after such Scheduled Maturity, the Certificate Interest RateRate on this Certificate shall be increased by 1.00%. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. C1-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class F Term C1-R Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class F C1-R Certificates") issued and to be issued under the Trust Agreement. This Class F C1-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F C1-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings required to be made by the Holder of this Certificate shall be as set forth in the Term Revolving Funding Schedule. This Class F C1-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F C1-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be paid on the next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of this Certificate is not paid in full by its Scheduled Maturity, then, for any Accrual Period C1-2 commencing on or after such Scheduled Maturity, the Certificate Interest RateRate on this Certificate shall be increased by 1.00%. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. C2-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- ------ THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class F Term C2-R Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class F C2-R Certificates") issued and to be issued under the Trust Agreement. This Class F C2-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F C2-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings required to be made by the Holder of this Certificate shall be as set forth in the Term Revolving Funding Schedule. This Class F C2-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F C2-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be paid on the next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of this Certificate is not paid in full by its Scheduled Maturity, then, for any Accrual Period commencing on or after such Scheduled Maturity, the Certificate Interest RateRate on this Certificate shall be increased by 1.00%. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. DELIVERY DATE: ----- --, ---- SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ----------- -------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 151, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class F Term A-R Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class F A-R Certificates") issued and to be issued under the Trust Agreement. This Class F A-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F A-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- each Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings required to be made by the Holder of this Certificate Certificate, shall be as set forth in the Term Revolving Funding Schedule. This Class F A-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F A-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be paid on the next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of this Certificate Interest Rateis not paid in full by its Scheduled Maturity, then, for any Accrual Period commencing on or after such Scheduled Maturity, the Floating Rate Spread on this Certificate shall be increased by 1.00%. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. DELIVERY DATECEDE & CO.* PRINCIPAL AMOUNT: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- DOLLARS THIS CERTIFIES IS TO CERTIFY THAT the registered owner specified above identified above, or registered assigns, as the registered owner of this Pledged Excise Tax/State Shared Revenue Refunding Obligation, Series 2022 (this “Obligation”) is the owner of an undivided fractional undivided, participatory, proportionate interest in the Allegiance Capital Trust I right to receive certain “Payments” under and defined in that certain Second Excise Tax/State Shared Revenue Purchase Agreement, dated as of April 1, 2022 (the "Trust") formed “Purchase Agreement”), by Allegiance Funding I, LLC and between ............................................. (the "Depositor"“Trustee”). The Trust was created pursuant to , and the City of Peoria, Arizona, a municipal corporation under the laws of the State of Arizona (the “City”), which Payments and other rights and interests under the Purchase Agreement are held by the Trustee in trust under that certain Second Excise Tax/State Shared Revenue Trust Agreement, dated as of August April 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2022 (the "Trustee"“Trust Agreement”), by and Point West Capital Corporation, as Servicer, between the City and the Supplement * Included only while DTC is the Securities Depository. Trustee. The Trustee maintains a corporate trust office for payment and transfer of this Obligation (the “Designated Office”). The registered owner of this Obligation is entitled to Trust Agreement for Term Series 1999-1receive, dated as subject to the terms of September 15the Purchase Agreement, 1999, among on the Depositorpayment date set forth above, the Trustee and Point West Capital Corporationprincipal amount set forth above, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for representing a statement portion of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates payments due designated as the Class F Term Certificates, Series 1999-1 having a Series Termination Date principal coming due and to receive semiannually on January 15 and July 15 of each year commencing July 15, 2019 2022 (herein called the "Class F Certificates") issued “Interest Payment Dates”), until payment in full of said portion of principal, the registered owner’s proportionate share of the payments designated as interest coming due during the period commencing on the last date on which interest was paid and to be issued under ending on the Trust Agreement. This Class F Certificate is issued under and is subject day prior to the termsInterest Payment Date or, provisions and conditions if no interest has been paid, from the Dated Date specified above. Said interest is the result of the Trust Agreement, to which Trust Agreement multiplication of said principal by the holder of this Class F Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions interest rate per annum set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings to be made by the Holder of this Certificate shall be set forth in the Term Funding Schedule. This Class F Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zeroabove. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting composed of 12 twelve (12) months of 30 thirty (30) days each. Said amounts representing the registered owner’s share of the Payments designated as interest are payable in lawful money of the United States of America by check mailed when due by first class mail by the Trustee to the registered owner in whose name this Obligation is registered at the close of business on the first (1st) day of the calendar month of such Interest Payment Date at the address thereof as it appears on the registration books for the Obligations maintained by the Trustee. Said amounts representing the registered owner’s share of the Payments designated as principal are payable when due upon surrender of this Obligation at the Designated Office. Principal and interest payable to any owner of $1,000,000 or more in principal amount of the series of obligations of which this Obligation is a part (the “Obligations”) may be paid by wire transfer in immediately available funds to an account in the United States of America if the owner makes a written request of the Trustee at least twenty (20) days before the date of payment specifying the account address. The notice may provide that it shall remain in effect for subsequent payments until otherwise requested in a subsequent written notice. The Trustee has no obligation or liability to the registered owners of the Obligations for the payment of interest or principal represented by the Obligations. The Trustee’s sole obligations are to administer, for the benefit of the registered owners of the Obligations, the various funds and accounts established pursuant to the Trust Agreement. (The recitals, statements, covenants and representations made in this Obligation shall be due taken and payable in arrears construed as made by and on each Payment Datethe part of the City, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof.) This Obligation has been executed and delivered by the Trustee pursuant to the terms of, and for the purposes described in, the Trust Agreement. In additionThe City is authorized to enter into the Purchase Agreement and the Trust Agreement under the laws of the State of Arizona and by a resolution of the Mayor and Council of the City adopted on April 5, 2022. Reference is hereby made to the Purchase Agreement and the Trust Agreement (copies of which are on file at the Designated Office) for further definitions, the terms, covenants and provisions pursuant to which the Obligations are delivered, the rights thereunder of the registered owners of the Obligations, the terms under which the Trust Agreement or the Purchase Agreement may be modified or supplemented, the rights, duties and immunities of the Trustee and the security for, and the rights and obligations of the City under the Purchase Agreement (including with respect to any Funding certain obligations secured and to be secured on a parity lien basis with the security for the Payments and to certain limitations on such security), to all of the provisions of which Purchase Agreement and Trust Agreement the registered owner of this Obligation, by acceptance hereof, assents and agrees. (To the extent and in the manner permitted by the Class F Certificates terms of the Trust Agreement, the provisions of the Trust Agreement and the Purchase Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal amount of all Obligations then outstanding, and may be amended without such consent under certain circumstances but in no event such that the interests of the owners of the Obligations are adversely affected, provided that no such amendment shall impair the right of any owner to receive in any case such owner’s proportionate share of any Payment thereof in accordance with such owner’s Obligation.) The obligation of the City to make the Payments does not represent or constitute a general obligation of the City for which the City is obligated to levy or pledge any form of taxation nor does the obligation to make the Payments under the Purchase Agreement constitute an indebtedness of the City, the State of Arizona or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction or otherwise. Neither the Trustee nor the registered owners of the Obligations shall have any right under any circumstances to accelerate the payment dates of the Obligations or otherwise declare any of the Payments not then past due or in default to be immediately due and payable. (This Obligation represents an interest in a limited obligation of the City (as described herein), and no member of the Mayor and Council, officer or agent, as such, past, present or future, of the City shall be personally liable for the payment hereof.) The Obligations are executed and delivered only in fully registered form in denominations of $5,000 of principal represented by this Obligation due on a specific payment date or integral multiples thereof. The Obligations shall not be transferable or exchangeable, except as provided in the Trust Agreement. This Obligation may be exchanged for an Obligation or Obligations of like aggregate payment amount in authorized denominations having the same payment date and interest rate. This Obligation is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the Designated Office, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement and upon surrender and cancellation of this Series occurring Obligation. Upon such transfer a new Obligation or Obligations, of authorized denomination or denominations, for the same aggregate principal amount will be delivered to the transferee in exchange therefor. The City and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Obligation shall be overdue, and the City and the Trustee shall not be affected by any Accrual Period following notice to the preceding Payment Datecontrary. The Trustee may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or governmental charges required by law in connection with the related Funding Amounts exchange or transfer. The registered owner of this Obligation shall accrue interest from have no right to enforce the related Funding Date through the end provisions of the Accrual Period in which such Funding occurs at Trust Agreement or the applicable Certificate Interest Rate. In making Purchase Agreement or to institute any interest paymentaction to enforce the covenants thereof, if the interest calculation or to take any action with respect to a Certificate default thereunder or hereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Agreement. The Obligations are not subject to prepayment prior to their stated payment dates. It is hereby certified, recited and declared that all conditions, acts and things required by the Constitution and laws of the State of Arizona to happen, to be done, to exist and to be performed precedent to and in the execution and delivery of this Obligation have happened, have been done, do exist and have been performed in regular and due form and time as required by law. This Obligation shall result in a portion of such payment being less than $0.01, then such payment shall not be decreased entitled to any security or benefit under the nearest whole cent, and no subsequent adjustment shall be made in respect thereofTrust Agreement until executed by the Trustee.

Registered Owner. DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class F Term D-R Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class F D-R Certificates") issued and to be issued under the Trust Agreement. This Class F D-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F D-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings required to be made by the Holder of this Certificate shall be as set forth in the Term Revolving Funding Schedule. This Principal and other amounts distributable with respect to Class F D-R Certificates shall be payable only to the extent of amounts available in accordance with, and to the extent of, the priorities for payment of Class D-R Certificates set forth in Section 3 of the Supplement for this Series and Section 5.02 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class D-R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All reductions in the principal amount of a Class D-R Certificate bears interest during each Accrual Period effected by distributions made on any such Payment Date shall be binding upon all future Holders of this Class D-R Certificate and of any Class D-R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class D-R Certificate. All payments with respect to all of the Class D-R Certificates of a Series shall be made on a pro rata basis based upon the ratio that the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the this Class D-R Certificate Interest Rate, until and including the last day preceding the Payment Date on which bears to the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360all Class D-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs at the applicable Certificate Interest Rate. In making any interest paymentSeries; provided that, if the interest calculation with respect to as a Certificate shall result in of such proration a portion of such payment being would -------- be less than $0.01, then such payment shall be decreased reduced to the nearest whole cent. In addition, and no subsequent adjustment the Certificate Prepayment Fee Amount, if any, shall be distributed on each Payment Date to the Holders of the Class D-R Certificates to the extent such Class is receiving a distribution of Prepaid Principal Amount on such date. All payments of Certificate Prepayment Fee Amounts with respect to the Class D-R Certificates shall be made prorata based upon the ratio of the Outstanding Principal Amount of this Certificate to the Outstanding Principal Amount of Class D-R Certificates of this Series, provided that if as a result of such proration, a portion of such payment would be less than $0.01, then such payment shall be reduce to the nearest whole cent. All amounts payable with respect to this Class D-R Certificate on any Payment Date will, as provided in respect thereofthe Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class D-R Certificates of the 1998-1 Series and all other Series of Class D-R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class D-R Certificateholders equally and ratably without prejudice, priority or distinction between any Class D-R Certificate by reason of time of issue or otherwise. The Class D-R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class D-R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Except as otherwise may be provided in future Supplements to the Trust Agreement, payments on the Class D-R Certificates are subordinate to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time, except that the Depositor may cause the Trust to prepay on a dollar for dollar basis the principal, without penalty or premium, of any Outstanding Series of Revolving Certificates with the proceeds of the issuance or Funding of a Series of Term Certificates. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class D-R Certificates of the same Scheduled Maturity, of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees; provided that so long as any Rated Certificates are Outstanding, the Depositor -------- shall maintain legal and beneficial ownership of at least 51% of the Outstanding Principal Amount of the Class D-R Certificates, unless otherwise agreed to by the Controlling Holders. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class D-R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class D-R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay the principal of and interest on this Class D-R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Registered Owner. D-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- ----------------- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ---------- ----------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15August 1, 19991998, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class F Term D-R Revolving Certificates, Series 19991998-1 having a Scheduled Maturity of September 15, 1999 and a Series Termination Date of July 15, 2019 (herein called the "Class F D-R Certificates") issued and to be issued under the Trust Agreement. This Class F D-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F D-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings to be made by the Holder of this Certificate (as reduced by any amounts distributed as principal during the Funding Period), pursuant to this Certificate, shall not exceed ($ ). ---------- Principal and other amounts distributable with respect to Class D-R Certificates shall be payable only to the extent of amounts available in accordance with, and to the extent of, the priorities for payment of Class D-R Certificates set forth in Section 3 of the Term Funding ScheduleSupplement for this Series and Section 5.02 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class D-R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. This All reductions in the principal amount of a Class F D-R Certificate bears interest during each Accrual Period effected by distributions made on any such Payment Date shall be binding upon all future Holders of this Class D-R Certificate and of any Class D-R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class D-R Certificate. All payments with respect to all of the Class D-R Certificates of a Series shall be made on a pro rata basis based upon the ratio that the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the this Class D-R Certificate Interest Rate, until and including the last day preceding the Payment Date on which bears to the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360all Class D-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs at the applicable Certificate Interest Rate. In making any interest paymentSeries; provided that, if the interest calculation with respect to as a Certificate shall result in of such -------- proration a portion of such payment being would be less than $0.01, then such payment shall be decreased reduced to the nearest whole cent. In addition, and no subsequent adjustment the Certificate Prepayment Fee Amount, if any, shall be distributed on each Payment Date to the Holders of the Class D-R Certificates to the extent such Class is receiving a distribution of Prepaid Principal Amount on such date. All payments of Certificate Prepayment Fee Amounts with respect to the Class D-R Certificates shall be made prorata based upon the ratio of the Outstanding Principal Amount of this Certificate to the Outstanding Principal Amount of all Class D-R Certificates of this Series, provided that if as a result of such proration, a portion of such payment would be less than $0.01, then such payment shall be reduce to the nearest whole cent. All amounts payable with respect to this Class D-R Certificate on any Payment Date will, as provided in respect thereofthe Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class D-R Certificates of the 1998-1 Series and all other Series of Class D-R Certificates issued under the Trust Agreement are payable out of the Trust Estate pari passu among such Class D-R Certificateholders equally and ratably without prejudice, priority or distinction between any Class D-R Certificate by reason of time of issue or otherwise. The Class D-R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class D-R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Except as otherwise may be provided in future Supplements to the Trust Agreement, payments on the Class D-R Certificates are subordinate to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time, except that the Depositor may cause the Trust to prepay on a dollar for dollar basis the principal, without penalty or premium, of any Outstanding Series of Revolving Certificates with the proceeds of the issuance of a Series of Term Certificates. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class D-R Certificates having the same Scheduled Maturity, Series Termination Date, authorized denomination(s) and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class D-R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class D-R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay the principal of this Class D-R Certificate, but solely from the assets of the Trust Estate and the Class D-R Certificate Insurance Policy at the times, place and rate, and in the coin or currency, herein prescribed.

Registered Owner. C-1 DELIVERY DATE: ----- --, ---- SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ---------- ---------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 151, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class F Term C-R Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class F C-R Certificates") issued and to be issued under the Trust Agreement. This Class F C-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F C-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings required to be made by the Holder of this Certificate Certificate, shall be as set forth in the Term Revolving Funding Schedule. This Class F C-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F C-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be paid on the next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of this Certificate Interest Rateis not paid in full by its Scheduled Maturity, then, for any Accrual Period commencing on or after such Scheduled Maturity, the Floating Rate Spread on this Certificate shall be increased by 1.00%. In making any interest payment, if the interest calculation with respect to a Certificate shall result in a portion of such payment being less than $0.01, then such payment shall be decreased to the nearest whole cent, and no subsequent adjustment shall be made in respect thereof.

Registered Owner. DELIVERY DATE: ----- --, ---- SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ---------- ---------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 151, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class F Term D-R Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class F D-R Certificates") issued and to be issued under the Trust Agreement. This Class F D-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class F D-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect thereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings required to be made by the Holder of this Certificate Certificate, shall be as set forth in the Term Revolving Funding Schedule. This Principal and other amounts distributable with respect to Class F D-R Certificates shall be payable only to the extent of amounts available in accordance with, and to the extent of, the priorities for payment of Class D-R Certificates set forth in Section 3 of the Supplement for this Series and Section 5.02 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class D-R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All reductions in the principal amount of a Class D-R Certificate bears interest during each Accrual Period effected by distributions made on any such Payment Date shall be binding upon all future Holders of this Class D-R Certificate and of any Class D-R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class D-R Certificate. All payments with respect to all of the Class D-R Certificates of a Series shall be made on a pro rata basis based upon the ratio that the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the this Class D-R Certificate Interest Rate, until and including the last day preceding the Payment Date on which bears to the Outstanding Principal Amount hereof has been reduced to zero. Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360all Class D-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class F R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs at the applicable Certificate Interest Rate. In making any interest paymentSeries; provided that, if the interest calculation with respect to as a Certificate shall result in of such proration a portion of such payment being would -------- be less than $0.01, then such payment shall be decreased reduced to the nearest whole cent. In addition, and no subsequent adjustment the Certificate Prepayment Fee Amount, if any, shall be distributed on each Payment Date to the Holders of the Class D-R Certificates to the extent such Class is receiving a distribution of Prepaid Principal Amount on such date. All payments of Certificate Prepayment Fee Amounts with respect to the Class D-R Certificates shall be made prorata based upon the ratio of the Outstanding Principal Amount of this Certificate to the Outstanding Principal Amount of Class D-R Certificates of this Series, provided that if as a result of such proration, a portion of such payment would be less than $0.01, then such payment shall be reduce to the nearest whole cent. All amounts payable with respect to this Class D-R Certificate on any Payment Date will, as provided in respect thereofthe Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class D-R Certificates of the 1998-1 Series and all other Series of Class D-R Certificates issued under the Trust Agreement are payable out of the Trust Estate pari passu among such Class D-R Certificateholders equally and ratably without prejudice, priority or distinction between any Class D-R Certificate by reason of time of issue or otherwise. The Class D-R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class D-R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Except as otherwise may be provided in future Supplements to the Trust Agreement, payments on the Class D-R Certificates are subordinate to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time, except that the Depositor may cause the Trust to prepay on a dollar for dollar basis the principal, without penalty or premium, of any Outstanding Series of Revolving Certificates with the proceeds of the issuance of a Series of Term Certificates. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class D-R Certificates having the same Scheduled Maturity, Series Termination Date, authorized denomination(s) and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class D-R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class D-R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay the principal of and interest on this Class D-R Certificate, but solely from the assets of the Trust Estate and the Class D-R Certificate Insurance Policy at the times, place and rate, and in the coin or currency, herein prescribed.