Common use of OWNERSHIP CERTIFICATE Clause in Contracts

OWNERSHIP CERTIFICATE. The Ownership Certificate does not represent an obligation of, or an interest in, the Depositor, the Seller, the Indenture Trustee, the Owner Trustee, the Securities Administrator, the Securities Administrator or any Affiliates of any of them and no recourse may be had against any such parties or their assets, except as expressly set forth or contemplated herein or in the Agreement or the other Operative Agreements. In addition, this Ownership Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Collateral, all as more specifically set forth herein. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Agreement permits the amendment thereof as specified below, provided that any amendment be accompanied by an Opinion of Counsel to the effect that such amendment complies with the provisions of the Agreement and would not cause the Trust to be subject to an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any Noteholder or the Indenture Trustee. If the purpose of the amendment is to add or eliminate or change any provision of the Agreement, other than as specified in the preceding sentence, the amendment shall require the consent of the Holder and the consent of Noteholders evidencing more than 662/3% of the Outstanding Balance of the Notes and the Indenture Trustee; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities and the Indenture Trustee. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Ownership Certificate is registerable in the Certificate Register upon surrender of this Ownership Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon a new Ownership Certificate will be issued to the designated transferee. The initial Certificate Registrar appointed under the Agreement is the Securities Administrator. Except as provided in the Agreement, the Ownership Certificate is issuable only in a minimum Percentage Interest of 100%. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith or any expense incurred thereby. The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar, the Securities Administrator and any agent of the Owner Trustee, the Certificate Paying Agent, the Certificate Registrar and the Securities Administrator may treat the Holder as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Paying Agent, the Certificate Registrar, the Securities Administrator or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the satisfaction and discharge of the Indenture pursuant to Section 4.01 thereof and the termination of the Transfer and Servicing Agreement.

OWNERSHIP CERTIFICATE. The Ownership Certificate does not represent an obligation of, or an interest in, the Depositor, the SellerMaster Servicer, the Indenture Trustee, the Owner Trustee, the Securities Administrator, the Securities Trust Administrator or any Affiliates of any of them and no recourse may be had against any such parties or their assets, except as expressly set forth or contemplated herein or in the Agreement or the other Operative Agreements. In addition, this Ownership Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Collateral, all as more specifically set forth herein. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Agreement permits the amendment thereof as specified below, provided that any amendment be accompanied by an Opinion of Counsel to the effect that such amendment complies with the provisions of the Agreement and would not cause the Trust to be subject to an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any Noteholder or the Indenture Trustee. If the purpose of the amendment is to add or eliminate or change any provision of the Agreement, other than as specified in the preceding sentence, the amendment shall require the consent of the Holder and Holder, the consent of Noteholders evidencing more than 662/3% of the Outstanding Balance of the Notes and the Indenture Trustee; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities Notes and the Indenture TrusteeHolder. As provided in the Agreement and subject to certain limitations therein set forth, including the limitations set forth in Section 3.03 thereof, the transfer of this Ownership Certificate is registerable in the Certificate Register upon surrender of this Ownership Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon a new Ownership Certificate will be issued to the designated transferee. The initial Certificate Registrar appointed under the Agreement is the Securities Trust Administrator. Except as provided in the Agreement, the Ownership Certificate is issuable only in a minimum Percentage Interest of 100%. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith or any expense incurred thereby. The Owner Trustee, the Certificate Paying Agent, the Certificate RegistrarTrust Administrator, the Securities Administrator Certificate Registrar and any agent of the Owner Trustee, the Certificate Paying Agent, the Trust Administrator or the Certificate Registrar and the Securities Administrator may treat the Holder as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Paying Agent, the Certificate RegistrarTrust Administrator, the Securities Administrator Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the satisfaction and discharge payment to Certificateholders of the Indenture all amounts required to be paid to them pursuant to Section 4.01 thereof the Trust Agreement and the termination of the Transfer and Servicing AgreementAgreement and the disposition of all property held as part of the Trust Estate.

OWNERSHIP CERTIFICATE. The Ownership Certificate does not represent an obligation of, or an interest in, the Depositor, the Seller, the Indenture Trustee, the Owner Trustee, the Securities Administrator, the Securities Administrator or any Affiliates of any of them and no recourse may be had against any such parties or their assets, except as expressly set forth or contemplated herein or in the Agreement or the other Operative Agreements. In addition, this Ownership Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Collateral, all as more specifically set forth herein. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Agreement permits the amendment thereof as specified below, provided that any amendment be accompanied by an Opinion of Counsel to the effect that such amendment complies with the provisions of the Agreement and would not cause the Trust to be subject to an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any Noteholder or the Indenture Trustee. If the purpose of the amendment is to add or eliminate or change any provision of the Agreement, other than as specified in the preceding sentence, the amendment shall require the consent of the Holder and the consent of Noteholders evidencing more than 662/3% of the Outstanding Balance of the Notes and the Indenture Trustee; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities and the Indenture Trustee. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Ownership Certificate is registerable in the Certificate Register upon surrender of this Ownership Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon a new Ownership Certificate will be issued to the designated transferee. The initial Certificate Registrar appointed under the Agreement is the Securities Administrator. Except as provided in the Agreement, the Ownership Certificate is issuable only in a minimum Percentage Interest of 100%. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith or any expense incurred thereby. 201496 HomeBanc 2006-2 Trust Agreement The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar, the Securities Administrator and any agent of the Owner Trustee, the Certificate Paying Agent, the Certificate Registrar and the Securities Administrator may treat the Holder as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Paying Agent, the Certificate Registrar, the Securities Administrator or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the satisfaction and discharge of the Indenture pursuant to Section 4.01 thereof and the termination of the Transfer and Servicing Agreement. 201496 HomeBanc 2006-2 Trust Agreement ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s) unto ______________________________________________________________________________ ______________________________________________________________________________ (Please print or type name and address, including postal zip code, of assignee and social security number or employer identification number) ______________________________________________________________________________ the within Ownership Certificate, and all rights thereunder, hereby irrevocably constituting and appointing ______________________________________________________________________________ to transfer said Ownership Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. I [we] further direct the Certificate Registrar to issue a new Ownership Certificate to the above-named assignee and deliver such Ownership Certificate to the following address: ______________________________________________________________________________ ______________________________________________________________________________ Dated:____________________ __________________________________________ Signature by or on behalf of Assignor __________________________ Authorized Officer __________________________________________ Signature Guaranteed __________________________ __________________________________________ Name of Institution NOTICE: The signature(s) of this assignment must correspond with the name(s) on the face of this Certificate without alteration or any change whatsoever. The signature must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program. Notarized or witnessed signatures are not acceptable as guaranteed signatures. 201496 HomeBanc 2006-2 Trust Agreement DISTRIBUTION INSTRUCTIONS The assignee should include the following for the information of the Certificate Paying Agent. Distributions shall be made by wire transfer in immediately available funds to ______________________________________________________________________________ for the account of _______________________________________________________________ account number __________________ or, if mailed by check, to _________________________ _____________________________________________________________________________. Applicable reports and statements should be mailed to _________________________________ _____________________________________________________________________________. This information is provided by _____________________________________________, the assignee named above, or ____________________________________ as its agent. Signature of assignee or agent (for authorization of wire transfer only) 201496 HomeBanc 2006-2 Trust Agreement EXHIBIT B FORM OF CERTIFICATE OF TRUST OF HOMEBANC MORTGAGE TRUST 2006-2 This Certificate of Trust of HomeBanc Mortgage Trust 2006-2 (the “Trust”), is being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 DEL. CODE, Sections 3801 et seq.) (the “Act”)

OWNERSHIP CERTIFICATE. The Ownership Certificate does not represent an obligation of, or an interest in, the Depositor, the Seller, the Indenture Trustee, the Owner Trustee, the Securities Administrator, the Securities Administrator or any Affiliates of any of them and no recourse may be had against any such parties or their assets, except as expressly set forth or contemplated herein or in the Agreement or the other Operative Agreements. In addition, this Ownership Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Collateral, all as more specifically set forth herein. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Agreement permits the amendment thereof as specified below, provided that any amendment be accompanied by an Opinion of Counsel to the effect that such amendment complies with the provisions of the Agreement and would not cause the Trust to be subject to an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any Noteholder or the Indenture Trustee. If the purpose of the amendment is to add or eliminate or change any provision of the Agreement, other than as specified in the preceding sentence, the amendment shall require the consent of the Holder and the consent of Noteholders evidencing more than 662/3% of the Outstanding Balance of the Notes and the Indenture Trustee; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities and the Indenture Trustee. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Ownership Certificate is registerable in the Certificate Register upon surrender of this Ownership Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon a new Ownership Certificate will be issued to the designated transferee. The initial Certificate Registrar appointed under the Agreement is the Securities Administrator. Except as provided in the Agreement, the Ownership Certificate is issuable only in a minimum Percentage Interest of 100%. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith or any expense incurred thereby. Trust Agreement The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar, the Securities Administrator and any agent of the Owner Trustee, the Certificate Paying Agent, the Certificate Registrar and the Securities Administrator may treat the Holder as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Paying Agent, the Certificate Registrar, the Securities Administrator or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the satisfaction and discharge of the Indenture pursuant to Section 4.01 thereof and the termination of the Transfer and Servicing Agreement.. Trust Agreement

OWNERSHIP CERTIFICATE. The Ownership Certificate does not represent an obligation of, or an interest in, the Depositor, the SellerMaster Servicer, the Indenture Trustee, the Owner Trustee, the Securities Administrator, the Securities Trust Administrator or any Affiliates of any of them and no recourse may be had against any such parties or their assets, except as expressly set forth or contemplated herein or in the Agreement or the other Operative Agreements. In addition, this Ownership Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Collateral, all as more specifically set forth herein. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Agreement permits the amendment thereof as specified below, provided that any amendment be accompanied by an Opinion of Counsel to the effect that such amendment complies with the provisions of the Agreement and would not cause the Trust to be subject to an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any Noteholder or the Indenture Trustee. If the purpose of the amendment is to add or eliminate or change any provision of the Agreement, other than as specified in the preceding sentence, the amendment shall require the consent of the Holder and Holder, the consent of Noteholders evidencing more than 662/3% of the Outstanding Balance of the Notes and the Indenture Trustee; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the result in an entity level tax status of on the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities Notes and the Indenture TrusteeHolder. As provided in the Agreement and subject to certain limitations therein set forth, including the limitations set forth in Section 3.03 thereof, the transfer of this Ownership Certificate is registerable in the Certificate Register upon surrender of this Ownership Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon a new Ownership Certificate will be issued to the designated transferee. The initial Certificate Registrar appointed under the Agreement is the Securities Trust Administrator. Except as provided in the Agreement, the Ownership Certificate is issuable only in a minimum Percentage Interest of 100%. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith or any expense incurred thereby. The Owner Trustee, the Certificate Paying Agent, the Certificate RegistrarTrust Administrator, the Securities Administrator Certificate Registrar and any agent of the Owner Trustee, the Certificate Paying Agent, the Trust Administrator or the Certificate Registrar and the Securities Administrator may treat the Holder as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Paying Agent, the Certificate RegistrarTrust Administrator, the Securities Administrator Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the satisfaction and discharge payment to Certificateholders of the Indenture all amounts required to be paid to them pursuant to Section 4.01 thereof the Trust Agreement and the termination of the Transfer and Servicing AgreementAgreement and the disposition of all property held as part of the Trust Estate.

OWNERSHIP CERTIFICATE. The Ownership Certificate does not represent an obligation of, or an interest in, the Depositor, the SellerMaster Servicer, the Indenture Trustee, the Owner Trustee, the Securities Administrator, the Securities Trust Administrator or any Affiliates of any of them and no recourse may be had against any such parties or their assets, except as expressly set forth or contemplated herein or in the Agreement or the other Operative Agreements. In addition, this Ownership Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Collateral, all as more specifically set forth herein. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Agreement permits the amendment thereof as specified below, provided that any amendment be accompanied by an Opinion of Counsel to the effect that such amendment complies with the provisions of the Agreement and would not cause the Trust to be subject to an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any Noteholder or the Indenture Trustee. If the purpose of the amendment is to add or eliminate or change any provision of the Agreement, other than as specified in the preceding sentence, the amendment shall require the consent of the Holder and Holder, the consent of Noteholders evidencing more than 662/366 2/3% of the Outstanding Balance of the Notes and the Indenture Trustee; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities Notes and the Indenture TrusteeHolder. As provided in the Agreement and subject to certain limitations therein set forth, including the limitations set forth in Section 3.03 thereof, the transfer of this Ownership Certificate is registerable in the Certificate Register upon surrender of this Ownership Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon a new Ownership Certificate will be issued to the designated transferee. The initial Certificate Registrar appointed under the Agreement is the Securities Trust Administrator. Except as provided in the Agreement, the Ownership Certificate is issuable only in a minimum Percentage Interest of 100%. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith or any expense incurred thereby. The Owner Trustee, the Certificate Paying Agent, the Certificate RegistrarTrust Administrator, the Securities Administrator Certificate Registrar and any agent of the Owner Trustee, the Certificate Paying Agent, the Trust Administrator or the Certificate Registrar and the Securities Administrator may treat the Holder as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Paying Agent, the Certificate RegistrarTrust Administrator, the Securities Administrator Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the satisfaction and discharge payment to Certificateholders of the Indenture all amounts required to be paid to them pursuant to Section 4.01 thereof the Trust Agreement and the termination of the Transfer and Servicing AgreementAgreement and the disposition of all property held as part of the Trust Estate.

OWNERSHIP CERTIFICATE. The Ownership Certificate does not represent an obligation of, or an interest in, the Depositor, the SellerMaster Servicer, the Indenture Trustee, the Owner Trustee, the Securities Administrator, the Securities Trust Administrator or any Affiliates of any of them and no recourse may be had against any such parties or their assets, except as expressly set forth or contemplated herein or in the Agreement or the other Operative Agreements. In addition, this Ownership Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Collateral, all as more specifically set forth herein. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Agreement permits the amendment thereof as specified below, provided that any amendment be accompanied by an Opinion of Counsel to the effect that such amendment complies with the provisions of the Agreement and would not cause the Trust to be subject to an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any Noteholder or the Indenture Trustee. If the purpose of the amendment is to add or eliminate or change any provision of the Agreement, other than as specified in the preceding sentence, the amendment shall require the consent of the Holder and Holder, the consent of Noteholders evidencing more than 662/366 2/3% of the Outstanding Balance of the Notes and the Indenture Trustee; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities Notes and the Indenture TrusteeHolder. As provided in the Agreement and subject to certain limitations therein set forth, including the limitations set forth in Section 3.03 thereof, the transfer of this Ownership Certificate is registerable in the Certificate Register upon surrender of this Ownership Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon a new Ownership Certificate will be issued to the designated transferee. The initial Certificate Registrar appointed under the Agreement is the Securities Trust Administrator. Except as provided in the Agreement, the Ownership Certificate is issuable only in a minimum Percentage Interest of 100%. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith or any expense incurred thereby. The Owner Trustee, the Certificate Paying Agent, the Certificate RegistrarTrust Administrator, the Securities Administrator Certificate Registrar and any agent of the Owner Trustee, the Certificate Paying Agent, the Trust Administrator or the Certificate Registrar and the Securities Administrator may treat the Holder as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Paying Agent, the Certificate RegistrarTrust Administrator, the Securities Administrator Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the satisfaction and discharge payment to Certificateholders of the Indenture all amounts required to be paid to them pursuant to Section 4.01 thereof the Trust Agreement and the termination of the Transfer and Servicing AgreementAgreement and the disposition of all property held as part of the Trust Estate.

OWNERSHIP CERTIFICATE. The Ownership Certificate does not represent an obligation of, or an interest in, the Depositor, the Seller, the Indenture Trustee, the Owner Trustee, the Securities Administrator, the Securities Administrator or any Affiliates of any of them and no recourse may be had against any such parties or their assets, except as expressly set forth or contemplated herein or in the Agreement or the other Operative Agreements. In addition, this Ownership Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Collateral, all as more specifically set forth herein. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Agreement permits the amendment thereof as specified below, provided that any amendment be accompanied by an Opinion of Counsel to the effect that such amendment complies with the provisions of the Agreement and would not cause the Trust to be subject to an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any Noteholder or the Indenture Trustee. If the purpose of the amendment is to add or eliminate or change any provision of the Agreement, other than as specified in the preceding sentence, the amendment shall require the consent of the Holder and the consent of Noteholders evidencing more than 662/3% 66⅔% of the Outstanding Balance of the Notes and the Indenture Trustee; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities and the Indenture Trustee. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Ownership Certificate is registerable in the Certificate Register upon surrender of this Ownership Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon a new Ownership Certificate will be issued to the designated transferee. The initial Certificate Registrar appointed under the Agreement is the Securities Administrator. Except as provided in the Agreement, the Ownership Certificate is issuable only in a minimum Percentage Interest of 100%. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith or any expense incurred thereby. The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar, the Securities Administrator and any agent of the Owner Trustee, the Certificate Paying Agent, the Certificate Registrar and the Securities Administrator may treat the Holder as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Paying Agent, the Certificate Registrar, the Securities Administrator or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the satisfaction and discharge of the Indenture pursuant to Section 4.01 thereof and the termination of the Transfer and Servicing Agreement.

OWNERSHIP CERTIFICATE. The Ownership Certificate does not represent an obligation of, or an interest in, the Depositor, the Seller, the Indenture Trustee, the Owner Trustee, the Securities Administrator, the Securities Trust Administrator or any Affiliates of any of them and no recourse may be had against any such parties or their assets, except as expressly set forth or contemplated herein or in the Agreement or the other Operative Agreements. In addition, this Ownership Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Collateral, all as more specifically set forth herein. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Agreement permits the amendment thereof as specified below, provided that any amendment be accompanied by an Opinion of Counsel to the effect that such amendment complies with the provisions of the Agreement and would not cause the Trust to be subject to an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any Noteholder or the Indenture Trustee. If the purpose of the amendment is to add or eliminate or change any provision of the Agreement, other than as specified in the preceding sentence, the amendment shall require the consent of the Holder and Holder, the consent of Noteholders evidencing more than 662/3% of the Outstanding Balance of the Notes and the Indenture Trustee; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities Notes and the Indenture TrusteeHolder. As provided in the Agreement and subject to certain limitations therein set forth, including the limitations set forth in Section 3.03 thereof, the transfer of this Ownership Certificate is registerable in the Certificate Register upon surrender of this Ownership Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon a new Ownership Certificate will be issued to the designated transferee. The initial Certificate Registrar appointed under the Agreement is the Securities Trust Administrator. Except as provided in the Agreement, the Ownership Certificate is issuable only in a minimum Percentage Interest of 100%. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith or any expense incurred thereby. The Owner Trustee, the Certificate Paying Agent, the Certificate RegistrarTrust Administrator, the Securities Administrator Certificate Registrar and any agent of the Owner Trustee, the Certificate Paying Agent, the Trust Administrator or the Certificate Registrar and the Securities Administrator may treat the Holder as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Paying Agent, the Certificate RegistrarTrust Administrator, the Securities Administrator Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the satisfaction and discharge payment to Certificateholders of the Indenture all amounts required to be paid to them pursuant to Section 4.01 thereof the Trust Agreement and the termination of the Transfer and Servicing AgreementAgreement and the disposition of all property held as part of the Trust Estate.

OWNERSHIP CERTIFICATE. The Ownership Certificate does not represent an obligation of, or an interest in, the Depositor, the Seller, the Indenture Trustee, the Owner Trustee, the Securities Administrator, the Securities Administrator or any Affiliates of any of them and no recourse may be had against any such parties or their assets, except as expressly set forth or contemplated herein or in the Agreement or the other Operative Agreements. In addition, this Ownership Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Collateral, all as more specifically set forth herein. A copy of the Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Agreement permits the amendment thereof as specified below, provided that any amendment be accompanied by an Opinion of Counsel to the effect that such amendment complies with the provisions of the Agreement and would not cause the Trust to be subject to an entity level tax. If the purpose of the amendment is to correct any mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter not covered, it shall not be necessary to obtain the consent of any Noteholder or the Indenture Trustee. If the purpose of the amendment is to add or eliminate or change any provision of the Agreement, other than as specified in the preceding sentence, the amendment shall require the consent of the Holder and the consent of Noteholders evidencing more than 662/366 2/3% of the Outstanding Balance of the Notes and the Indenture Trustee; provided, however, that no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect the tax status of the Trust; and provided, further, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Collateral or distributions that shall be required to be made for the benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes required to consent to or to waive the requirement for the Holder to consent to any such amendment, in either case of clause (a) or (b) without the consent of the holders of all the outstanding Securities and the Indenture Trustee. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Ownership Certificate is registerable in the Certificate Register upon surrender of this Ownership Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon a new Ownership Certificate will be issued to the designated transferee. The initial Certificate Registrar appointed under the Agreement is the Securities Administrator. Except as provided in the Agreement, the Ownership Certificate is issuable only in a minimum Percentage Interest of 100%. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith or any expense incurred thereby. The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar, the Securities Administrator and any agent of the Owner Trustee, the Certificate Paying Agent, the Certificate Registrar and the Securities Administrator may treat the Holder as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Paying Agent, the Certificate Registrar, the Securities Administrator or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the satisfaction and discharge of the Indenture pursuant to Section 4.01 thereof and the termination of the Transfer and Servicing Agreement.