Supplement to Trust Agreement Sample Contracts

THIRD AMENDED AND RESTATED SUPPLEMENT TO TRUST AGREEMENT FOR REVOLVING SERIES 1998-1
Supplement to Trust Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • New York

THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Revolving Series 1998-1, dated as of September 15, 1999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certific

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AMENDED AND RESTATED SUPPLEMENT TO TRUST AGREEMENT FOR TERM SERIES 1999-1
Supplement to Trust Agreement • April 2nd, 2002 • Point West Capital Corp • Finance services • New York

THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned t

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