Common use of The Certificates Clause in Contracts

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

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

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

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

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

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

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

The Certificates. (a) The Certificates, evidencing a beneficial interest Certificates are issuable in fully registered form in minimum Percentage Interests of 10%. Each Certificate shall be substantially in the Trustform set forth in Exhibit C hereto. All Certificates may have set forth thereon such information, legends, and text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Delaware Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustDelaware Trustee, shall be valid duly authorized, validly issued and binding obligations entitled to the benefits of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. . (b) A transferee of a Certificate shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.04 hereof.

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

The Certificates. (a) The Certificates, evidencing a beneficial interest in Certificates and the Trust, interests represented by the Certificates are hereby deemed to be “securities” under Article 8 of the UCC and shall be governed by Article 8 of the UCC. The Certificates shall be executed in the name and on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates . (b) No Certificate may be printedsold, lithographedtransferred, typewrittenassigned, mimeographed issued, participated, pledged, or otherwise produceddisposed of (any such act, a “Transfer”) to any Person if such Transfer would cause the number of Targeted Holders to exceed ninety-five. (c) No Certificate may be Transferred to any Person except in accordance with the provisions of Section 3.4, and any authorized denomination attempted Transfer in the form violation of Exhibit A hereto. The Certificates this Section or Section 3.4 shall be issued in minimum denominations null and void ab initio. If Transfer of the Certificates is permitted pursuant to this Section 3.2 and Section 3.4, a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.033.4.

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

The Certificates. (a) The CertificatesCertificates shall be issued in one or more registered, evidencing a beneficial interest physical certificates. The Certificates may be in the Trust, printed or in typewritten form and shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. . (b) A transferee of a Certificate Certificate, if any, shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.033.04; provided, however, that no Certificate shall be transferred without the prospective transferee and the prospective transferor satisfying the requirements of a Certificate Purchase Agreement.

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

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

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

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

The Certificates. (a) The CertificatesClass C Certificates and the Class D Certificates shall each be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates, in the Trustform set forth in Exhibit A and Exhibit B, respectively, in denominations of at least $20,000 and in integral multiples of $1,000 in excess thereof. No Certificate may be sold, transferred, assigned, participated, pledged, or otherwise disposed of (any such act, a "Transfer") to any Person except in accordance with the provisions of Section 3.5 and any attempted Transfer in violation of Section 3.5 shall be null and void (each a "Void Transfer"). (b) The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The . (c) If Transfer of the Certificates may be printedis permitted pursuant to Section 3.5, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s transferees acceptance of a Certificate duly registered in such transferee’s transferees name pursuant to Section 3.033.5.

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

The Certificates. (a) The Certificates, evidencing a beneficial interest Certificates are issuable in fully registered form in minimum Percentage Interests of 10%. Each Certificate shall be substantially in the Trustform set forth in Exhibit C to this Trust Agreement. All Certificates may have set forth thereon such information, legends, and text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Delaware Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustDelaware Trustee, shall be valid duly authorized, validly issued and binding obligations entitled to the benefits of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. . (b) A transferee of a Certificate shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.04.

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

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

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

The Certificates. The CertificatesClass C Certificates and the Class D Certificates shall each be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates, in the Trustform set forth in Exhibit A and Exhibit B, respectively, in denominations of at least $20,000 and in integral multiples of $1,000 in excess thereof. No Certificate may be sold, transferred, assigned, participated, pledged, or otherwise disposed of (any such act, a "Transfer") to any Person except in accordance with the provisions of Section 3.5 and any attempted Transfer in violation of Section 3.5 shall be null and void (each a "Void Transfer"). The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If Transfer of the Certificates may be printedis permitted pursuant to Section 3.5, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.5.

The Certificates. The CertificatesUnless otherwise specified in this Agreement, evidencing a beneficial interest the Certificates shall be substantially in the Trustform set forth in Exhibit B and shall be issued in denominations of $1,000 and integral multiples thereof; provided, however, that one Certificate may be issued in a denomination that includes any residual portion of the Original Pool Balance. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized a Responsible Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery the issuance of such Certificates. The Certificates may No Certificate shall entitle its holder to any benefit under this Agreement, or shall be printedvalid for any purpose, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination unless there shall appear on such Certificate a certificate of authentication substantially in the form of set forth in Exhibit A heretoB hereto executed by the Trustee by manual signature; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. The All Certificates shall be issued in minimum denominations dated the date of a Percentage Interest their authentication. Upon issuance pursuant to the terms of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholderthis Agreement, and shall the Certificates will be entitled to the rights and subject to the obligations benefits of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03this Agreement.

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

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

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be substantially in the Trustforms set forth in Exhibit A and B with the additional insertion from Exhibit H attached hereto, and shall be executed on behalf by the Trustee, authenticated by the Trustee (or any duly appointed Authenticating Agent) and delivered upon and pursuant to the order of the Trust Company upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be issuable in Authorized Denominations evidencing Percentage Interests. Certificates shall be executed by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officers of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, were at the time when such signatures shall have been affixed, authorized to sign on behalf of execution the proper officers of the Trust, Trustee shall be valid and binding obligations of bind the TrustTrustee, notwithstanding that such individuals or any of them shall have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a No Certificate shall become a Certificateholder, and shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the rights form provided for herein executed by the Trustee or any Authenticating Agent by manual signature, and subject to such certificate upon any Certificate shall be conclusive evidence, and the obligations only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03their authentication.

The Certificates. (a) The CertificatesClass C Certificates and the Class D Certificates shall each be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates, in the Trustform set forth in Exhibit A and Exhibit B, respectively, in denominations of at least $20,000 and in integral multiples of $1,000 in excess thereof. No Certificate may be sold, transferred, assigned, participated, pledged, or otherwise disposed of (any such act, a "Transfer") to any Person except in accordance with the provisions of Section 3.5 and any attempted Transfer in violation of Section 3.5 shall be null and void (each a "Void Transfer"). (b) The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The . (c) If Transfer of the Certificates may be printedis permitted pursuant to Section 3.5, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.5.

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

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

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

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

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

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

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

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

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

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

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

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

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

The Certificates. The CertificatesCertificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $25,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest that the final aggregate $52,083,333.86 distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the Trust, face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeOfficer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations If a transfer of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

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

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

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

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

The Certificates. (a) The Certificates, evidencing a beneficial interest in Certificates and the Trust, interests represented by the Certificates are hereby deemed to be “securities” under Article 8 of the UCC and shall be governed by Article 8 of the UCC. The Certificates shall be executed in the name and on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates . (b) No Certificate may be printedsold, lithographedtransferred, typewrittenassigned, mimeographed participated, pledged, or otherwise produceddisposed of (any such act, a “Transfer”) to any Person if such Transfer would cause the number of Targeted Holders to exceed ninety-five. (c) No Certificate may be Transferred to any Person except in accordance with the provisions of Section 3.4, and any authorized denomination attempted Transfer in the form violation of Exhibit A hereto. The Certificates this Section or Section 3.4 shall be issued in minimum denominations null and void ab initio. If Transfer of the Certificates is permitted pursuant to this Section 3.2 and Section 3.4, a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.033.4.

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

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

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

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

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

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

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

The Certificates. (a) The CertificatesClass C Certificates and the Class D Certificates shall each be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates, in the Trustform set forth in Exhibit A and Exhibit B, respectively, in denominations of at least $20,000 and in integral multiples of $1,000 in excess thereof. No Certificate may be sold, transferred, as signed, participated, pledged, or otherwise disposed of (any such act, a "Transfer") to any Person except in accordance with the provisions of Section 3.5 and any attempted Transfer in violation of Section 3.5 shall be null and void (each a "Void Transfer"). (b) The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The . (c) If Transfer of the Certificates may be printedis permitted pursuant to Section 3.5, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.5.

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

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

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

The Certificates. (a) The Certificates, evidencing Certificates shall be issued in minimum denominations of a beneficial interest one percent (1%) Percentage Interest in the Trust, Issuer. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be validly issued and entitled to the benefit of this Agreement and shall be valid and binding obligations of the TrustIssuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. . (b) The Certificates may can only be printedpurchased, lithographedacquired, typewritten, mimeographed or otherwise produced, held by an individual or entity who is a "U.S. person" as determined for U.S. federal income tax purposes or who holds the Certificates in any authorized denomination in connection with the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations conduct of a Percentage Interest trade or business within the United States and who delivers to the Owner Trustee, the Certificate Registrar and the Depositor a properly executed Form W-8ECI in connection with their acquisition of 5.00% the Certificates and integral multiples of 5.00% in excess thereof. at such other times as reasonably requested by the Owner Trustee, the Certificate Registrar and the Depositor or as required by law. (c) A transferee of a Certificate Certificate, if any, shall become a Certificateholder, shall become bound by this Agreement and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.04.

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

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

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

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

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

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

The Certificates. The Certificates shall be substantially in the form set forth in Exhibit A. Except for the issuance of the Certificate to the Depositor, no Certificate may be sold, pledged or otherwise transferred to any Person except in accordance with Section 3.03 and Section 3.09, as applicable, and any attempted sale, pledge or transfer in violation of Section 3.03 or Section 3.09, as applicable, shall be null and void. The Certificates, evidencing a beneficial interest in the Trust, shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

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

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

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

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

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be substantially in the Trustforms set forth in Exhibit A and B with the additional insertion from Exhibit H attached hereto, and shall be executed on behalf by the Trustee, authenticated by the Trustee (or any duly appointed Authenticating Agent) and delivered upon and pursuant to the order of the Trust Company upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be issuable in Authorized Denominations evidencing Percentage Interests. Certificates shall be executed by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officers of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, were at the time when such signatures shall have been affixed, authorized to sign on behalf of execution the proper officers of the Trust, Trustee shall be valid and binding obligations of bind the TrustTrustee, notwithstanding that such individuals or any of them shall have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a No Certificate shall become a Certificateholder, and shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless 157 there appears on such Certificate a certificate of authentication substantially in the rights form provided for herein executed by the Trustee or any Authenticating Agent by manual signature, and subject to such certificate upon any Certificate shall be conclusive evidence, and the obligations only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03their authentication.

The Certificates. The CertificatesCertificates shall be issued in minimum denominations of $1,000,000 and in integral multiples of $100,000 in excess thereof; except for one Certificate that may not be in an integral multiple of $100,000; provided, evidencing a beneficial interest however, that the Designated Certificate issued pursuant to Section 3.11 may be issued in the Trust, amount of $420,000. The Certificates may not be subdivided for resale into units that had a Security Balance of less than $1,000,000 upon the Closing Date. The Certificates shall be executed on behalf of the Trust Issuer by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of in the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteemanner provided in Section 3.04. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustIssuer, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate Person shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s Person's acceptance of a Certificate duly registered in such transferee’s name Person's name, pursuant to Section 3.03.Section

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

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

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

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

The Certificates. (a) The Certificates, evidencing a beneficial interest Certificates shall be substantially in the Trustform set forth in Exhibit ------- A hereto, with such changes as may be specified in a supplement to this Trust - Agreement. Except as otherwise set forth in a supplement to this Trust Agreement, the Certificates shall be issued from time to time in minimum Percentage Interests of 10% and integral multiples of 1% in excess thereof; provided, however, that one Certificate may be issued in a different -------- ------- denomination. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee and authenticated on behalf of or the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner TrusteeCertificate Registrar. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. . (b) A transferee of a Certificate shall become a Certificateholder, Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.03.3.04. ------------

The Certificates. (a) The CertificatesClass C Certificates and the Class D Certificates shall each be issued in one or more registered, evidencing a beneficial interest definitive, physical certificates, in the Trustform set forth in Exhibit A and Exhibit B, respectively, in denominations of at least $20,000 and in integral multiples of $1,000 in excess thereof. No Certificate may be sold, transferred, assigned, participated, pledged, or otherwise disposed of (any such act, a "Transfer") to any Person except in accordance with the provisions of Section 3.5 and any attempted Transfer in violation of Section 3.5 shall be null and void (each a "Void Transfer"). (b) The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The . (c) If Transfer of the Certificates may be printedis permitted pursuant to Section 3.5, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s transferee?s acceptance of a Certificate duly registered in such transferee’s transferee?s name pursuant to Section 3.033.5.

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

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

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be substantially in the Trustforms set forth in Exhibit A and B with the additional insertion from Exhibit H attached hereto, and shall be executed on behalf by the Trustee, authenticated by the Trustee (or any duly appointed Authenticating Agent) and delivered to or upon the order of the Trust Company upon receipt by the Trustee of the documents specified in Section 2.01. The Certificates shall be issuable in Authorized Denominations evidencing Percentage Interests. Certificates shall be executed by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officers of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, were at the time when such signatures shall have been affixed, authorized to sign on behalf of execution the proper officers of the Trust, Trustee shall be valid and binding obligations of bind the TrustTrustee, notwithstanding that such individuals or any of them shall have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a No Certificate shall become a Certificateholder, and shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the rights form provided for herein executed by the Trustee or any Authenticating Agent by manual signature, and subject to such certificate upon any Certificate shall be conclusive evidence, and the obligations only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03their authentication.

The Certificates. (a) The Certificates, evidencing a beneficial interest Certificates shall be substantially in the Trustforms annexed hereto as Exhibit B and shall, upon original issue, be delivered by the Servicer to the Trustee for execution and authentication and redelivery to or upon the written order of the Depositor, upon receipt by the Custodian of the documents specified in Section 2.04. All Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by its President, one of its Executive Vice Presidents or Vice Presidents, or by its Treasurer, in the denominations specified in the definition of Percentage Interest, and shall be authenticated by manual or facsimile signature of an Authorized Officer on behalf of the Owner TrusteeTrustee by one of its authorized signatories. Certificates bearing the manual or facsimile signatures of individuals who were, were at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trustexecution or authentication of the Certificates the proper officers of the Trustee or an authorized signatory of the Trustee, as the case may be, shall be valid and binding obligations of bind the Trust, Trustee notwithstanding that such individuals or any of them shall have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. All Certificates issued hereunder shall be dated the date of their authentication. (b) The Certificates may Trustee shall elect that the Trust Fund shall be printed, lithographed, typewritten, mimeographed treated as one or otherwise produced, more REMICs under Section 860D of the Code. Any inconsistencies or ambiguities in any authorized denomination this Agreement or in the form administration of Exhibit A hereto. The Certificates this Agreement shall be issued resolved in minimum denominations a manner that preserves the validity of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03REMIC elections.

The Certificates. The Certificates, evidencing a beneficial interest Certificates shall be substantially in the Trustforms set forth in Exhibit A, shall and shall, on original issue, be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer the Company by any one of its President, Vice Presidents, Secretary, Treasurer or other authorized officers and authenticated by the Trustee to or upon the order of the Owner Trustee Company upon receipt. The Certificates shall be evidenced by (i) one or more Certificates representing $25,130,727.00 in Original Series 1996-B Certificate Principal Balance, beneficial ownership of such Certificates to be held through Book-Entry Certificates, and (ii) a single Certificate representing $.08 in Original Series 1996-B Certificate Principal Balance. The Certificates shall be authenticated by manual signature on behalf of the Owner Trustee by the manual a duly authorized Responsible Officer or facsimile signature of an Authorized Officer of the Owner Trusteeauthorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were, were at any time the time when such signatures shall have been affixed, authorized to sign on behalf proper officers of the Trust, Trustee shall be valid and binding obligations of bind the TrustTrustee, notwithstanding that such individuals or any of them shall have ceased to be so authorized hold such offices prior to the authentication and delivery of such Certificates Certificate or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a No Certificate shall become a Certificateholder, and shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate has been authenticated by manual signature in accordance with this Section, and such signature upon any Certificate shall be conclusive evidence, and the rights only evidence, that such Certificate has been duly authenticated and subject to delivered hereunder. All Certificates shall be dated the obligations date of a Certificateholder hereundertheir authentication, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03except for those Certificates authenticated on the Closing Date, which shall be dated the Closing Date.

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

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

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

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

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

The Certificates. The CertificatesCertificates shall be issued in minimum denominations of $_____ and in integral multiples of $______ in excess thereof; provided, evidencing a beneficial interest however, one Certificate issued to the Depositor pursuant to Section 3.10 may be issued in the Trust, an irregular denomination that includes any residual amount. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized a Responsible Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteea Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The All Certificates shall be issued in minimum denominations dated the date of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereoftheir authentication. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.04.

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

The Certificates. The CertificatesCertificates shall be issued in one or more registered, evidencing definitive, physical certificates, in the form set forth in Exhibit A, in denominations of at least $20,000 and in integral multiples of $1,000 in excess thereof; provided, however, that Certificates may be issued to the Depositor pursuant to Section 3.11 in such denominations as to represent at least 2% of the Initial Certificate Balance. No Certificate may be sold, transferred, assigned, participated, pledged, or otherwise disposed of (any such act, a "Transfer") to any Person except in accordance with the provisions of Section 3.5 and any attempted Transfer in violation of Section 3.5 shall be null and void (each a "Void Transfer"). The Certificates issued to the Depositor pursuant to Section 3.11 or any beneficial interest in the Trusttherein may not be Transferred to any Person, and any attempted Transfer shall be null and void. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefits of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The If Transfer of the Certificates may be printedis permitted pursuant to Section 3.5, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The Certificates shall be issued in minimum denominations of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.5.

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

The Certificates. The CertificatesCertificates shall be issued in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof; provided, evidencing a beneficial interest however, one Certificate issued to the Depositor pursuant to Section 3.10 may be issued in the Trust, an irregular denomination that includes any residual amount. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized a Responsible Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer of the Owner Trusteea Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. The All Certificates shall be issued in minimum denominations dated the date of a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereoftheir authentication. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s 's acceptance of a Certificate duly registered in such transferee’s 's name pursuant to Section 3.033.04.

The Certificates. 212151 (a) The Certificates, evidencing a beneficial interest in Certificates and the Trust, interests represented by the Certificates are hereby deemed to be “securities” under Article 8 of the UCC and shall be governed by Article 8 of the UCC. The Certificates shall be executed in the name and on behalf of the Trust by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of an Authorized Officer authorized officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid validly issued and binding obligations entitled to the benefit of the Trustthis Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. The Certificates . (b) No Certificate may be printedsold, lithographedtransferred, typewrittenassigned, mimeographed participated, pledged, or otherwise produceddisposed of (any such act, a “Transfer”) to any Person if such Transfer would cause the number of Targeted Holders to exceed ninety-five. (c) No Certificate may be Transferred to any Person except in accordance with the provisions of Section 3.4, and any authorized denomination attempted Transfer in the form violation of Exhibit A hereto. The Certificates this Section or Section 3.4 shall be issued in minimum denominations null and void ab initio. If Transfer of the Certificates is permitted pursuant to this Section 3.2 and Section 3.4, a Percentage Interest of 5.00% and integral multiples of 5.00% in excess thereof. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, hereunder upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.033.4.

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

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

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

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

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

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