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 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. 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 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 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 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. 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. 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. 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. A-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 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. 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. A-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 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. A-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 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. 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. 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 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.

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. A-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 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. D-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 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. 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 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 Certificate No. ______ This Certificate does not represent an obligation of or interest in WaMu Asset Acceptance Corp. or any of its affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed by any agency or instrumentality of the United States. This certifies that the above-named Registered Owner is the registered owner specified above is the owner of an undivided fractional a beneficial interest in the Allegiance Capital Trust I a trust (the "“Trust"”) that owns a pool of assets consisting of, among other things, conventional one- to four-family mortgage loans (the “Mortgage Loans”), and that was formed by Allegiance Funding I, LLC WaMu Asset Acceptance Corp. (the "Depositor"“Company”), which term includes any successor entity under the Pooling Agreement referred to below. The Trust was created pursuant to the Trust a Pooling and Servicing Agreement, dated as of August 1, 1998the Cut-Off Date stated above (the “Pooling Agreement”), among the DepositorCompany, Manufacturers and Traders Trust Companythe Servicer, LaSalle Bank National Association, as Trustee (the "“Trustee"”), and Point West Capital CorporationChristiana Bank & Trust Company, as ServicerDelaware Trustee, and the Supplement to Trust Agreement for Term Series 1999-1, dated as a summary 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 certain of the respective rights thereunder pertinent provisions 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 deliveredis set forth hereafter. To the extent not otherwise defined herein, each the capitalized term terms used herein has have the meaning meanings assigned to it in the Trust Pooling Agreement. This Certificate is one Nothing herein shall be deemed inconsistent with such meanings, and in the event of a duly authorized issue any conflict between the Pooling Agreement and the terms of Certificates designated as this Certificate, 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 AgreementPooling Agreement shall control. This Class F Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Pooling Agreement, to which Trust Pooling Agreement the holder Holder of this Class F Certificate Certificate, by virtue of such Holder's the acceptance hereof hereof, assents and by which such Holder is bound. The Holder Distributions will be made, pursuant to the Pooling Agreement, on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the “Distribution Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is obligated to provide funds registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the month immediately preceding the month of such distribution (the “Record Date”), to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth extent of such Certificateholder's Percentage Interest represented by this Certificate in the Transaction Documentsportions (if any) then distributable on the Certificates of this Class of (i) the REMIC I Available Distribution Amount for such Distribution Date, as specified in Section 4.01 of the Pooling Agreement, (ii) the REMIC II Available Distribution Amount for such Distribution Date, as specified in Section 4.04 of the Pooling Agreement and (iii) the REMIC III Available Distribution Amount for such Distribution Date, as specified in Section 4.04 of the Pooling Agreement. The Fundings Distributions on this Certificate will be made by the Holder Trustee by wire transfer or check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate to the Depositor shall be evidenced by Certificate Registrar. Reference is hereby made to the further provisions of this Certificate and set forth below, which further provisions shall for all purposes have the Certificateholder shall endorse same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by or on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount behalf 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 makeby manual signature, 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 not 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 entitled to any Funding by benefit under the Class F Certificates of this Series occurring in Pooling Agreement or be valid for 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 thereofpurpose.