exhibit 10.18 TRUST AGREEMENT




 


TRUST AGREEMENT


 


among


 


ALLEGIANCE FUNDING CORP. I

(the "Depositor")


MANUFACTURERS AND TRADERS TRUST COMPANY

(the "Trustee")


and


POINT WEST CAPITAL CORPORATION

(the "Servicer")


 





Dated as of August 1, 1998


 


 


TABLE OF CONTENTS


    


Page



	ARTICLE ONEDEFINITIONS
	Section 1.01	Definitions
    ...............................................................................................................................................................................	2
	Section 1.02	Certain Rules of
    Construction...................................................................................................................................................	17
	Section 1.03	Certain
    Calculations.................................................................................................................................................................	17
			
	ARTICLE TWOTHE CERTIFICATES
	Section 2.01	Form Generally	18
	Section 2.02	Series; Denomination	18
	Section 2.03	Formation, Execution, Authentication, Delivery and Dating	19
	Section 2.04	Temporary Certificates	19
	Section 2.05	Registration, Registration of Transfer and Exchange	20
	Section 2.06	Limitation on Transfer and Exchange	21
	Section 2.07	Mutilated, Destroyed, Lost or Stolen Certificate	22
	Section 2.08	Payment of Principal and Interest	22
	Section 2.09	Persons Deemed Owner	24
	Section 2.10	Cancellation	24
	Section 2.11	Tax Treatment	25
			
	ARTICLE THREEISSUANCE OF CERTIFICATES;
    SUBSTITUTIONS OF COLLATERAL
	Section 3.01	Conditions to Initial Issuance of Certificates	26
	Section 3.02	Issuances of Additional Series of Certificates	27
	Section 3.03	Perfection of Transfer	28
	Section 3.04	Substitution and Repurchase of Loan Assets	29
	Section 3.05	Releases	30
	Section 3.06	Trust Estate	30
	Section 3.07	Notice of Release	30
	Section 3.08	Nature of Transfer	31
	
	ARTICLE FOURFUNDINGS
	Section 4.01	General	32
	Section 4.02	Funding Amounts	32
	Section 4.03	Procedures for Obtaining Fundings Under a Revolving Series	32
	Section 4.04	Procedures for Obtaining Fundings Under Term Certificates	33
	Section 4.05	Obligation of Certificateholders to Make Fundings	33
	Section 4.06	Delivery of Loan Files	35
			
	ARTICLE FIVEACCOUNTS, ALLOCATIONS AND
    DISTRIBUTIONS
	Section 5.01	Collections; Collection Account	36
	Section 5.02	Distributions; Distribution Account	38
	Section 5.03	Reserve Account	38
	Section 5.04	Reports by Trustee to Certificateholders	40
			
	ARTICLE SIXDEFAULTS AND REMEDIES
			
	i

	
	Section 6.01	Depositor Events of Default	41
	Section 6.02	Remedies	42
			
	ARTICLE SEVENTHE TRUSTEE
	Section 7.01	Certain Duties and Responsibilities	43
	Section 7.02	Notice of Default and Other Events	44
	Section 7.03	Certain Rights of Trustee	44
	Section 7.04	Not Responsible for Recitals or Issuance of Certificates	45
	Section 7.05	May Hold Certificates	46
	Section 7.06	Money Held in Trust 	46
	Section 7.07	Compensation and Reimbursement	46
	Section 7.08	Corporate Trustee Required; Eligibility	46
	Section 7.09	Resignation and Removal; Appointment of Successor	47
	Section 7.10	Acceptance of Appointment by Successor 	47
	Section 7.11	Merger, Conversion, Consolidation or Succession to Business of
    Trustee	48
	Section 7.12	Co-Trustees and Separate Trustees	48
	Section 7.13	Rights with Respect to the Servicer	49
	Section 7.14	Trustee to Hold Loans	49
	Section 7.15	Unclaimed Monies Held for Certificate Payments	49
	Section 7.16	Swap Agreements	50
			
	ARTICLE EIGHTREPRESENTATIONS, WARRANTIES AND
    COVENANTS
	Section 8.01	Representations and Warranties of the Depositor	51
	Section 8.02	Covenants of the Depositor	52
	Section 8.03	Other Matters as to the Depositor	56
	Section 8.04	Representations and Warranties of the Trustee	56
			
	ARTICLE NINEAMENDMENTS
	Section 9.01	Amendments without Consent of Certificateholders	58
	Section 9.02	Amendments and Modifications to Agreement with Consent of
    Certificateholders 	58
	Section 9.03	Execution of Amendments	60
	Section 9.04	Effect of Amendments	60
	Section 9.05	Reference in Certificates to Amendments	60
			
	ARTICLE TENTERMINATION AND DISCHARGE
	Section 10.01	Termination of Trust; Satisfaction and Discharge of Agreement	61
	Section 10.02	Optional Termination	61
			
	ARTICLE ELEVENPROVISIONS OF GENERAL APPLICATION
	Section 11.01	General Provisions	62
	Section 11.02	Acts of Certificateholders	62
	Section 11.03	Notices, etc., to Trustee, Depositor, Servicer	62
	Section 11.04	Notices to Certificateholders; Waiver	63
	Section 11.05	Effect of Headings and Table of Contents	64
	Section 11.06	Successors and Assigns	64
	Section 11.07	Separability	64
	Section 11.08	Benefits of Agreement	64
			
	ii

			
	Section 11.09	Legal Holidays	64
	Section 11.10	Governing Law 	64
			
	Section 11.11	Counterparts	64
	Section 11.12	Corporate Obligation	64
	Section 11.13	Compliance Certificates and Opinions	65





		
		EXHIBITS

		
	A   	Form of Escrow Instructions
		
	B   	Form of Investment and Assumption Letter
		
	C   	Form of AFI Certificate
		
	D   	Form of Funding Report



III


 


                   
This TRUST AGREEMENT (this "Agreement"), dated as of August 1, 1998, is
entered into among Allegiance Funding Corp. I, a Delaware corporation (the
"Depositor"), Manufacturers and Traders Trust Company, a New York banking
corporation, as trustee (the "Trustee"), and Point West Capital Corporation, a
Delaware corporation, as servicer (the "Servicer").


PRELIMINARY STATEMENT



                   
The Depositor is conveying assets to the Trustee and has duly authorized the execution and
delivery of this Agreement to provide for the formation of a trust to be known as
"Allegiance Capital Trust I" and the issuance of the Certificates issuable as
provided in this Agreement. All covenants and agreements made by the Depositor, the
Trustee, and the Servicer herein are for the benefit and security of the Holders of the
Certificates. The Depositor, the Trustee and the Servicer are entering into this
Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.


                   
All things necessary to make this Agreement a valid agreement of the Depositor, the
Trustee and the Servicer in accordance with its terms have been done.



CONVEYANCE CLAUSE



                   
The Depositor does hereby transfer, assign, set over, and otherwise convey to the Trustee,
for the ratable benefit of the Holders of the Certificates, all of the Depositor's rights,
title and interest in and to the following and any and all benefits accruing to the
Depositor from (but none of the obligations under): (a) the Loans and all payments
received on or with respect to the Loans and due after their applicable Cut-Off Dates;
(b) the Depositor's rights and interests in the Loan Collateral; (c) any rights
of the Depositor under each Insurance Policy related to the Loans or the Loan Collateral
and Insurance Proceeds; (d) the Loan Acquisition Agreement, the Servicing Agreement
and any other Transaction Documents to which the Depositor is a party; (e) all
amounts from time to time on deposit in the Collection Account and the Reserve Account
(including any Eligible Investments and other property in such accounts); (f) the
Loan Files; and (g) proceeds of the foregoing (including all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
insurance proceeds, condemnation awards, rights to payment of any and every kind, and
other forms of obligations and receivables which at any time constitute all or part or are
included in the proceeds of any of the foregoing), in each case whether now owned or
hereafter acquired, (all of the foregoing being hereinafter referred to as the "Trust
Estate"). The foregoing transfer, assignment, set over and conveyance does not
constitute and is not intended to result in a creation or an assumption by the Trustee or
any Certificateholder of any obligation of the Depositor, the Company, the Servicer or any
other Person in connection with the Trust Estate or under any agreement or instrument
relating thereto.


                   
The Trustee acknowledges its acceptance on behalf of the Certificateholders of all right,
title and interest previously held by the Depositor in and to the Trust Estate, and
declares that it shall maintain such right, title and interest in accordance with the
provisions hereof and agrees to perform the duties herein required to the best of its
ability so that the interests of the Certificateholders may be adequately and effectively
protected.



ARTICLE ONE


DEFINITIONSARTICLE ONEDEFINITIONS


                   
Section 1.01 Definitions1.01 Definitions.



                   
Except as otherwise expressly provided herein or in the applicable Supplement, or unless
the context otherwise requires, each of the following terms has the meaning set forth
below for all purposes of this Agreement. Each capitalized term used herein but not
otherwise defined has the meaning assigned to such term in the Servicing Agreement or the
Loan Acquisition Agreement, as applicable.


                   
"Accrual Period": The period beginning on and including a Payment Date (or, in
the case of the Accrual Period that is applicable to an Initial Payment Date, beginning on
and including the Delivery Date for such Series) and ending on and including the day
before the next Payment Date. 


                   
"Acquisition Date": Any Delivery Date, other Funding Date or date of
substitution of a Substitute Loan, as applicable.


                   
"Act": With respect to any Certificateholder, the meaning specified in Section
11.02.


                   
"Adjustment Amount": As of any date of determination and with respect to any
Defaulted Loan, an amount equal to the valuation of the business and assets comprising the
Loan Collateral for such Defaulted Loan, as prepared by an Independent Person; provided
that in no event shall the Adjustment Amount exceed the Loan Balance for such Loan and provided,
further, the Adjustment Amount for any Defaulted Loan shall be zero if either (a)
no such valuation has been done, (b) the Special Servicer has not received a letter of
intent from a bona fide purchaser with respect to such Loan Collateral within sixty (60)
days from the date such Loan became a Defaulted Loan, or (c) such Loan Collateral is not
sold within one hundred twenty (120) days from the date of the receipt of such letter of
intent. Such valuation shall (y) be net of Recovery Expenses and (z) generally be
performed using the same methods as were used in the most recent valuation for such Loan. 


                   
"Affiliate": With respect to any specified Person, any other Person controlling
or controlled by or under common control with such specified Person. For purposes of this
definition, "control," when used with respect to any specified Person, means the
power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the
foregoing.


                   
"AFI Certificate": A Certificate delivered by the Depositor in connection with a
Funding, substantially in the form of Exhibit C hereto.


                   
"Agreement": The meaning specified in the introductory paragraph hereof, as
supplemented by the Supplements.


                   
"Available Collections": With respect to any Determination Date and the related
Payment Date, all Collections (including Reinvestment Income thereon but excluding any
Scheduled Payments due after such Determination Date) remaining in the Collection Account
after the disbursements provided for in Section 5.01(f)(i)-(v).


                   
"Benefit Plan Investor": The meaning set forth in 29 C.F.R. ' 2510.3-101.


                   
"Board of Directors": The managing member, in the case of the Special Servicer,
and in the case of the Depositor or Servicer, the board of directors of such entity or any
duly authorized committee of such board.


                   
"Board Resolution": A copy of a resolution certified by the secretary or an
assistant secretary of the Depositor or of the Servicer (or the managing member, in the
case of the Special Servicer) to have been duly adopted by its Board of Directors and to
be in full force and effect on the date of such certification and delivered to the
Trustee.


                   
"Business Day": Any day other than a Saturday, a Sunday or a day on which member
banks in the federal reserve system, banking institutions in New York City, London (solely
for purposes of determining LIBOR Rate) or in the city in which the principal place of
business of the Depositor or the Servicer or the Corporate Trust Office of the Trustee
under this Agreement is located are authorized or obligated by law or executive order to
close. 


                   
"Certificate" or "Certificates": Any one or collectively, all of the
Certificates of any Series or Class, as is consistent with the context in which such term
is used.


                   
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register.


"Certificateholder Agent": The agent for the Holders of the
Rated Certificates, which shall be with respect to any Revolving Series, each of Warehouse
Line Advisors, Inc. ("WLA") and Asset Backed Subordinated Fund Advisors, Inc.
("ABSFA"), provided that, to the extent that any party receives written
instructions from both WLA and ABSFA which are contradictory or incompatible, the
instruction of WLA shall control; and with respect to any Term Series, each of Structured
Finance Advisors, Inc. ("SFA") and Asset Backed Subordinated Fund Advisors,
Inc., provided that, to the extent that any party receives written instructions
from both SFA and ABSFA which are contradictory or incompatible, the instruction of SFA
shall control.


                   
"Certificate Interest Rate": The per annum rate, whether fixed or periodically
reset, at which interest shall accrue on a Certificate, as specified in such Certificate
and in the applicable Supplement.


                   
"Certificate Prepayment Fee Amount": As of any Determination Date, the sum for
each Loan prepaid in the related Due Period of the following amounts (a) 50% of the Loan
Prepayment Fee collected with respect to such Loan until such amount equals 1.5% of the
Prepaid Principal Amount for such Loan, plus (b) 80% of the amount of the Loan Prepayment
Fee collected with respect to such Loan, if any, in excess of 3% of the Prepaid Principal
Amount for such Loan.


                   
"Certificate Purchase Agreement": Each Certificate Purchase Agreement between
the Depositor and one or more purchasers of Certificates.


                   
"Certificate Register" and "Certificate Registrar": The respective
meanings specified in Section 2.05.


                   
"Class": With respect to each Series of Certificates, the various classes of
Certificates that are specified in the Supplement for such Series, each such Class having
the specific terms identified in this Agreement and in the related Supplement.


                   
"Class D Percentage": The ratio of (a) the Outstanding Principal Amount of
the Class D Certificates of a Term Series less all Realized Losses and Valuation
Reductions to the extent not yet distributed to the Holders of such Certificates or set
aside in the Reserve Account with respect to such Term Series to (b) the Outstanding
Principal Amount of all Classes of Certificates in such Series.


                   
"Code": The Internal Revenue Code of 1986, as amended.


                   
"Collection Account": The trust account or accounts designated as such and
created and maintained pursuant to Section 5.01.


                   
"Collections": All amounts collected with respect to and all proceeds of the
Loans, including all Repurchase Prices, all Scheduled Payments, all Prepayment Fee
Collections, all Guaranty Amounts, all Insurance Proceeds, all Servicing Charges and all
Recoveries, but excluding collections attributable to amounts due before the Cut-off Date
for a Loan and that portion of a Scheduled Payment due after the Cut-off Date for such
Loan but attributable to interest accrued before the Cut-off Date.


                   
"Company": The meaning specified in the Loan Acquisition Agreement.


                   
"Company Certificate": The meaning specified in the Loan Acquisition Agreement.


                   
"Controlling Holders": The Holders of not less than 51% of the Outstanding
Principal Amount (or with respect to any Class during the Funding Period applicable to
such Class, the Maximum Series Amount with respect to such Class) of the most senior Class
of Certificates then Outstanding (or Classes, if more than one Series is Outstanding).


                   
"Corporate Trust Office": The principal corporate trust office of the Trustee at
One M&T Plaza, 7th Floor, Buffalo, New York 14203-2399, or at such other
address as the Trustee may designate from time to time by notice to the Certificateholders
and the Depositor, or the principal corporate trust office of any successor Trustee.


                   
"Coverage Ratio": With respect to each Loan, the debt service coverage ratio,
fixed charge coverage ratio or other similar measure, as defined under the terms of such
Loan (as provided in the Standard Forms or as was otherwise agreed to by the
Certificateholder Agent on the Funding Report relating to such Loan).


                   
"Cut-Off Date": With respect to any Loan, the date specified for such Loan in
the related Loan Schedule.


                   
"Default": Any occurrence or circumstance which with notice or the lapse of time
or both would become a Depositor Event of Default, a Servicer Event of Default, a Special
Servicer Event of Default or a Servicing Advisor Event of Default.


                    
"Defaulted Loan": A Loan shall become a Defaulted Loan upon the earlier of
(a) the date on which such Loan has been delinquent for ninety (90) days or more, or
(b) the date on which the Special Servicer determines in accordance with its
customary practices that such Loan is a Defaulted Loan.


                    
"Delinquent Loan": As of any date of determination, any Loan (a) as to
which all Scheduled Payments due (including any applicable grace period as provided in the
Standard Forms or as was otherwise agreed to by the Certificateholder Agent on the Funding
Report relating to such Loan) prior to such date have not been received in full.


                   
"Delivery Date": The date on which the Certificates of a Series are first
executed, authenticated and delivered, as specified in the applicable Supplement.


                   
"Depositor": The Person described in the introductory paragraph hereof and all
successors and permitted assigns of such Person under this Agreement. 


                   
"Depositor Event of Default": The meaning specified in Section 6.01.


                   
"Depositor Order" and "Depositor Request": A written order or request,
as applicable, signed in the name of the Depositor by its President or a Vice President
and delivered to the Trustee.


                   
"Determination Date": The twelfth day of each calendar month (or if such day is
not a Business Day, the next succeeding Business Day).


                   
"Directing Holder": The meaning specified in the Servicing Agreement.


                   
"Distribution Account": The trust account or accounts designated as such and
created and maintained pursuant to Section 5.02.


                   
"Dollar(s)": Lawful money of the United States of America.


                   
"Due Date": With respect to each Loan, each date on which payment is due
thereunder.


                   
"Due Period": As to any Determination Date or Payment Date, the period beginning
on and including the tenth day of the prior month and ending on and including the ninth
day of the calendar month in which such Determination Date or Payment Date occurs.


                   
"Eligibility Criteria": The criteria set forth in Section 3.01(a) of the Loan
Acquisition Agreement.


                   
"Eligible Investments": Any and all of the following:


                   
(a) direct obligations of, and obligations fully guaranteed by, the United States of
America, or any agency or instrumentality of the United States of
                                 
America the obligations of which are backed by the full faith and credit of the United
States of America;


                   
(b) (i) demand and time deposits in, certificates of deposit of, banker's acceptances
issued by or federal funds sold by any depository institution or
                                 
trust company (including the Trustee or its agent acting in their respective commercial
capacities) incorporated under the laws of the United
                                 
States of America or any State thereof and subject to supervision and examination by
federal and/or state authorities, so long as at the time of
                                 
such investment or contractual commitment providing for such investment, such depository
institution or trust company has a short term
                                 
unsecured debt rating in the highest available ratings categories and provided that each
such investment has an original maturity of no more than
                                 
365 days; and provided that any such certificates of deposit must be secured at all times
by collateral described in clause (a) above, such
                                 
collateral must be held by a third party and the Trustee must have a perfected first
priority security interest in such collateral, and (ii) any other
                                 
demand or time deposit or deposit which is fully insured by the Federal Deposit Insurance
Corporation;


                   
(c) repurchase obligations with a term not to exceed thirty (30) days with respect to any
security described in clause (a) above and entered into
                                 
with a depository institution or trust company (acting as a principal) rated in the
highest available rating category of the Rating Agency or, if not
                                 
rated by the Rating Agency, in the highest available rating category of at least two other
nationally recognized rating agencies; provided that
                                 
collateral transferred pursuant to such repurchase obligation must be of the type
described in clause (a) above and must (i) be valued weekly at
                                 
current market price plus accrued interest, (ii) pursuant to such valuation, equal,
at all times, 104% of the cash transferred by the Trustee in
                                 
exchange for such collateral and (iii) be delivered to the Trustee or, if the Trustee
is supplying the collateral, an agent for the Trustee, in such a
                                 
manner as to accomplish perfection of a security interest in the collateral by possession
of certificated securities;


                   
(d) commercial paper having an original maturity of less than three hundred sixty-five
(365) days and issued by an institution having a short term
                                 
unsecured debt rating of the Rating Agency in the highest available rating category at the
time of such investment or, if not rated by the Rating
                                 
Agency, in the highest available rating category of at least two other nationally
recognized rating agencies at the time of such investment;


                   
(e) a guaranteed investment contract approved in writing by the Rating Agency and issued
by an insurance company or other corporation having a
                                 
long term unsecured debt rating in the highest available rating category of the Rating
Agency or, if not rated by the Rating Agency, in the highest
                                 
available rating category of at least two other nationally recognized rating agencies;


                   
(f)         money market funds registered under the
Investment Company Act of 1940, as amended, whose shares are registered under the
Securities Act
                                 
of 1933, and who have ratings in the highest available rating categories of the Rating
Agency, or, if not rated by the Rating Agency, in the
                                 
highest available rating category of at least two other nationally recognized rating
agencies, and who, at the time of such investment invest only
                                 
in other Eligible Investments; any such money market funds which provide for demand
withdrawals shall conclusively be deemed to satisfy any
                                 
maturity requirement for Eligible Investments set forth in this Agreement; and


                   
(g) any other investment approved in writing by the Rating Agency and the
Certificateholder Agent.


The Trustee may purchase from or sell to itself or an Affiliate, as
principal or agent, the Eligible Investments listed above. All Eligible Investments shall
be made in the name of the Trustee for the benefit of the Certificateholders.


                   
"Eligible Loan": The meaning specified in the Loan Acquisition Agreement.


                   
"ERISA": The Employee Retirement Income Security Act of 1974, as amended or any
successor statute thereto.


                   
"Escrow Instructions": With respect to any Loan, the related escrow
instructions, if any, that are substantially in the form of Exhibit A, with such changes
as the Certificateholder Agent shall approve or shall reasonably require, so long as such
escrow instructions are not subsequently changed without the prior written consent of the
Certificateholder Agent.


                   
"Existing Indebtedness": The meaning specified in the Loan Acquisition
Agreement.


                   
"Final Due Date": With respect to each Loan, the final Due Date thereunder.


                   
"Final Payment Date": With respect to any Certificate of a Series, the date on
which the final principal payment on such Certificate is made as therein or herein
provided, whether at the Series Termination Date or otherwise.


                   
"First Period Interest": With respect to any Funding that occurs on a day other
than the first day of an Accrual Period, the amounts, if any, of interest that will accrue
on the related Funding Amount for each Class, at the applicable Certificate Interest Rate,
commencing on and including such Funding Date and ending on and including the last day of
the Accrual Period in which such Funding occurs.


                   
"Funded Loan": A Loan acquired by the Depositor on a Funding Date.


                   
"Funding": Any extension of credit by any Class or Series of
Certificateholders in accordance with Article Four.


                   
"Funding Amount": As of any Funding Date, an amount equal to the aggregate Loan
Balance of the related Funding Group.



                   
"Funding Date": A day designated by the Depositor in accordance with the terms
of this Agreement on which it will obtain a Funding, which date is either the fifteenth or
last day of a month; provided that if such date is not a Business Day, then the
Funding Date shall be the next succeeding Business Day.


                   
"Funding Group": A pool of Loans to be funded on a Delivery Date or subsequent
Funding Date.


                   
"Funding Period": For each Series, the period of time commencing on the Delivery
Date for such Series and ending on the applicable Funding Termination Date.


                   
"Funding Report": A report substantially in the form of Exhibit D hereto.


                   
"Funding Termination Date": With respect to each Series and each Class within
such Series, the earlier of (a) the Scheduled Funding Termination Date, and
(b) the day of the occurrence of a Funding Termination Event for such Class or
Series.


                   
"Funding Termination Event": For each Series of Certificates, the events
specified in the related Supplement.


                   
"Guaranty Amounts": Any and all amounts paid by any guarantor or pledgor with
respect to a Loan.


                   
"Holder" or "Certificateholder": The person in whose name a
Certificate is registered in the Certificate Register.


                   
"Independent": When used with respect to any specified Person and except as
otherwise defined in the Servicing Agreement with respect to a Loan, means such a Person,
who (a) is in fact independent of the Depositor, the Servicer, the Special Servicer, the
Servicing Advisor and their Affiliates, (b) does not have any direct financial
interest or any material indirect financial interest in the Depositor, the Servicer, the
Special Servicer, the Servicing Advisor and their Affiliates and (c) is not connected
with the Depositor, the Servicer, the Special Servicer, the Servicing Advisor and their
Affiliates as an officer, employee, promoter, advisor, consultant, underwriter, trustee,
partner, director, or person performing similar functions. Whenever it is herein provided
that any Independent Person's opinion or certificate shall be furnished to the Trustee,
such Person shall be appointed by a Depositor Order delivered to the Trustee and the
Certificateholder Agent, and such opinion or certificate shall state that the signer has
read this definition and that the signer is Independent within the meaning hereof.


                   
"Independent Accountants": Any firm of Independent certified public accountants
of recognized national standing.


                   
"Initial Class D Percentage": The ratio of the Outstanding Principal Amount of
the Class D Certificates of a Term Series as of the Delivery Date for such Series to the
Maximum Series Amount for all Classes of Certificates in such Series.


                   
"Initial Delivery Date": The date on which the first Series of Certificates are
executed, authenticated and delivered.


                   
"Initial Funding Amount": With respect to each Series of Certificates, as
defined in the related Supplement.


                   
"Initial Payment Date": With respect to each Series, as defined in the related
Supplement.


                   
"Insurance Policy": With respect to any Loan Collateral and the related Loan,
any insurance policy maintained by or on behalf of the Obligor pursuant to the related
Loan that covers physical damage to the Loan Collateral or general liability (including
policies procured by the Company or the Servicer on behalf of the Obligor).


                   
"Insurance Proceeds": With respect to an item of Loan Collateral and the related
Loan, any amount received during the related Due Period pursuant to an Insurance Policy
issued with respect to such Loan Collateral and the related Loan and not required to be
held in trust or released to the related Obligor or guarantor or otherwise applied under
the terms of the related Loan, net of any costs of collecting such amounts not otherwise
reimbursed.


                   
"Insurer": Any insurance company or other insurer providing any Insurance
Policy.


                   
"Interest Collections": As of any Determination Date, all Collections
attributable to interest on the Loans accrued before the end of the related Due Period.


                   
"Investment and Assumption Letter": The letter required to be delivered by each
transferee of a Certificate, as provided in Section 2.06, substantially in the form of
Exhibit B hereto.


                   
"LIBOR Rate": For each Series, the meaning, if any, specified in the applicable
Supplement.


                   
"Lien": The meaning specified in the Loan Acquisition Agreement.


                   
"Liquidated Loan": The meaning specified in the Servicing Agreement.


                   
"Loan": Any loan that is (a) originated or purchased by the Company and
(b) is identified on the Loan Schedule and, in accordance with the terms of this
Agreement, has become part of the Trust Estate; provided that, from and after the
date on which a Loan is repurchased, removed or substituted by the Company or the
Depositor in accordance with Section 3.04, such repurchased, removed or replaced Loan
shall no longer constitute a "Loan" for purposes of the Transaction Documents.


                   
"Loan Acquisition Agreement": The Loan Acquisition Agreement, dated as of
August 1, 1998, entered into between the Depositor and the Company.


                   
"Loan Assets": The meaning specified in the Loan Acquisition Agreement.


                   
"Loan Balance": As of any date of determination, the principal amount of such
Loan as of its Cut-Off Date, minus the sum of (a) the portion of Scheduled Payments and
any prepayments allocable to principal paid by or on behalf of the related Obligor,
(b) the amount of Recoveries, Insurance Proceeds or other Collections allocable to
principal, and (c) the portion of the Repurchase Price allocable to principal and
deposited in the Collection Account, each as received from such Loan=s Cut-Off Date to the close
of business on the last day of the Due Period (or, prior to the end of the first Due
Period, calculated as of the close of business on the day immediately prior to the Cut-Off
Date); provided that the Loan Balance of a Liquidated Loan shall be zero.


                   
"Loan Collateral": The meaning specified in the Loan Acquisition Agreement.


                   
"Loan File": The meaning specified in the Loan Acquisition Agreement.


                   
"Loan Pool": The Loans in the aggregate.


                   
"Loan Prepayment Fee": For any Loan, the fee, if any, that is due from the
Obligor upon prepayment of the Loan.


                   
"Loan Schedule": As the context requires: (a) the list of Loans attached to an
AFI Certificate delivered to the Trustee on an Acquisition Date, each of which shall
include with respect to the Loans thereon as of the Acquisition Date thereof: (i) a
number identifying the Loan, (ii) the initial and remaining Loan Balance,
(iii) the Obligor's name, (iv) the Obligor's billing address, (v) origination
date, maturity date, and initial payment date, (vi) the original and remaining months
to maturity of the Loan, (vii) the amount and frequency of the Scheduled Payments,
(viii) the amount of the final Scheduled Payment (if different), (ix) the Cut-Off
Date, (x) the coupon rate and if applicable the reset index, frequency and margin,
(xi) the prepayment terms, (xii) the debt service or fixed charge coverage
ratio, (xiii) the loan-to-value ratio, and (xiv) the name and address of each
collateral business, the type of business and whether the related loan is secured by a fee
interest or leasehold interest in realty; and (b) the aggregate of all Loan Schedules.


                   
"Lockbox Account": The meaning specified in the Servicing Agreement.


                   
"London Banking Day": Any day on which dealings in deposits in Dollars are
transacted in the London interbank market.


                   
"Maximum Series Amount": For each Series and Class of Certificates within
such Series, as defined in the related Supplement.


                   
"Minimum Funding Amount": For each Series and Class of Certificates within
such Series, the meaning specified in the related Supplement.


                   
"Obligor": The borrower under each Loan, including any guarantor of such
borrower, and their respective successors and assigns.


                   
"Officer's Certificate": A certificate signed by the Chairman of the Board, the
President, a Vice President, the Treasurer, the Controller, an Assistant Controller or the
Secretary of the company on whose behalf the certificate is delivered, and delivered to
the Trustee, which certificate shall comply with the applicable requirements of Section
11.13. Unless otherwise specified, any reference in this Agreement to an Officer's
Certificate shall be to an Officer's Certificate of the Depositor.


                   
"Opinion of Counsel": A written opinion of outside counsel who shall be
reasonably satisfactory to the Trustee and which opinion shall comply with the applicable
requirements of Section 11.13 and shall be acceptable as to form and substance to the
Trustee.


                   
"Outstanding": With respect to Certificates, as of any date of determination,
all Certificates theretofore authenticated and delivered under this Agreement except:



  
    (a) Certificates previously canceled by the Certificate Registrar or
    delivered to the Certificate Registrar for cancellation; and

    (b) Certificates in exchange for or in lieu of which other Certificates
    have been authenticated and delivered pursuant to this Agreement,
              unless proof satisfactory to the
    Trustee is presented that any such Certificates are held by a bona fide purchaser; 

  





provided that, in determining whether the Holders of the requisite
Outstanding Principal Amount of Certificates have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Certificates owned by the
Depositor or any other obligor upon the Certificates or any Affiliate of the Depositor or
the Servicer or such other obligor shall be disregarded and deemed not to be outstanding,
except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, or waiver, only
Certificates which the Trustee knows to be so owned shall be so disregarded.


                   
"Outstanding Principal Amount": With respect to any Outstanding Certificate or
Class of Certificates as of any date of determination, the unpaid principal amount of such
Certificate or Class of Certificates.


                   
"Overall Substitution/Repurchase Limitation": 10% of the Pool Balance as of its
highest level.


                   
"Overdue Payment": With respect to a Due Period and a Loan that is a Delinquent
Loan, all payments due in a prior Due Period that the Servicer receives from or on behalf
of a Obligor during the related Due Period on such Delinquent Loan, including any
Servicing Charges.


                   
"Paying Agent": The Trustee or any other Person approved by the
Certificateholder Agent.


                   
"Payment Date": For each Series, the 15th day of each calendar month (or if such
day is not a Business Day, the next succeeding Business Day) commencing on the Initial
Payment Date for such Series.


                   
"Pending Credit Schedule": The meaning specified in the Loan Acquisition
Agreement.


                   
"Person": Any individual, corporation, partnership, association, joint-stock
company, limited liability company, trust (including any beneficiary thereof),
unincorporated organization or government or any agency or political subdivision thereof.


                   
"Pool Balance": As of any date of determination, the sum of all Loan Balances.


                   
"Pool Criteria": The meaning specified in the Loan Acquisition Agreement.


                   
"Pool Performance Condition": Shall be deemed satisfied if, as of the applicable
Determination Date, each of the following tests is met: (a) the Loan Balance of any
Liquidated Loan has been either paid to Certificateholders or allocated to reduce the
Outstanding Principal Amount of Certificates other than Rated Certificates; (b) no
Loan is classified as a Delinquent Loan or a Defaulted Loan unless an amount equal to all
Valuation Reductions with respect to each such Loan has been deposited into the Reserve
Account or distributed to Certificateholders; (c) not more than the lesser of three
(3) loans and 8.0% of the Pool Balance is attributable to Loans which are not Defaulted
Loans or Delinquent Loans but whose Coverage Ratio is below the minimum required under
their terms; (d) not more than the lesser of five (5) loans and 16.0% of the Pool
Balance is attributable to Loans classified as Underperforming Loans; (e) with
respect to Term Series Outstanding, if any, the sum of the Class D Percentages for
all Series is not less than the sum of the Initial Class D Percentages for all
Series, or the Rating Agency has confirmed all of the initial ratings on all Rated
Certificates; (f) with respect to all Revolving Series Outstanding, the
Class D-R Outstanding Principal Amount has not been reduced by losses and is not less
than the amount required by the Rating Agency from time to time, pursuant to the
applicable Supplement; and (g) the Reserve Account balance is at least equal to the
Reserve Account Required Balance.


                   
"Prepaid Principal Amount": For each Due Period, all amounts allocable to
principal that are received in respect of any Loan for which either (i) a Loan Prepayment
Fee is due or (ii) the Repurchase Price is received and such Repurchase Price includes an
amount attributable to clause (c) of the definition of Repurchase Price.


                   
"Prepayment Fee Collections": For each Due Period, an amount equal to the sum of
(a) all Collections attributable to Loan Prepayment Fees plus (b) all amounts received in
respect of clause (c) of the definition of Repurchase Price.


                   
"Principal Collections": As of any Determination Date, all Collections
attributable to principal on the Loans due prior to the end of the related Due Period.


                   
"Principal Distribution Amount": For any Payment Date, the sum, for all Loans,
of (a) the principal component of all Scheduled Payments, (b) to the extent not
included in the preceding clause, the portion of the Repurchase Price allocable to
principal for any Loan which was purchased or repurchased from the Trust Estate during the
related Due Period, (c) to the extent not included in the preceding clauses, the
amount of any Valuation Reduction determined or Realized Losses incurred during the
preceding Due Period, (d) to the extent not included in the preceding clauses, the
amount of any prepayments received during the preceding Due Period and (e) to the
extent not included in the preceding clauses (a) through (d), any such amounts with
respect to a prior Due Period that have not previously been distributed.


                   
"Proceeding": Any suit in equity, action at law or other judicial or
administrative proceeding.


                   
"Qualified Institutional Buyer": Any "qualified institutional buyer"
as defined in 17 CFR 230.144A.


                   
"Rated Certificates": Any Class of Certificates bearing a credit rating at
issuance from the Rating Agency.


                   
"Rating Agency": Duff & Phelps Credit Rating Co., and any legal successor
thereto.


                   
"Realized Loss": As of any Determination Date, with respect to a Loan designated
as a Liquidated Loan during the preceding Due Period, an amount (not less than zero) equal
to (a) the Loan Balance of such Loan on the day immediately prior to it becoming a
Liquidated Loan, plus (b) accrued and unpaid interest thereon to such Determination
Dat, minus (c) all Recoveries in respect of such Liquidated Loan that the Servicer has (in
accordance with the definition of "Liquidated Loan" contained in the Servicing
Agreement) identified and reasonably expects to receive within thirty (30) days from the
date such Loan became a Liquidated Loan.


                   
"Record Date": The close of business on the last day of the month preceding the
applicable Payment Date, whether or not a Business Day, except with respect to an Initial
Payment Date, the Record Date shall be the related Delivery Date.


                   
"Recoveries": For any Due Period occurring after the date on which any Loan
becomes a Defaulted Loan and with respect to such Defaulted Loan, all payments that the
Servicer or Special Servicer received from or on behalf of a Obligor during such Due
Period in respect of such Defaulted Loan, from the sale of such Defaulted Loan, or from
liquidation or leasing of the related Loan Collateral, including Scheduled Payments,
Overdue Payments, Guaranty Amounts, and Insurance Proceeds.


                   
"Recovery Expenses": The meaning specified in the Servicing Agreement.


                   
"Reference Banks": Unless otherwise specified in the applicable Supplement, four
leading banks selected by the Servicer that are engaged in transactions in eurodollar
deposits in the international eurocurrency market, each of which shall have an established
place of business in London.


                   
"Registered Holder": The Person whose name appears on the Certificate Register
on the applicable Record Date.


                   
"Reinvestment Income": Any interest or other earnings earned on all or part of
the Trust Estate.


                   
"Report": The meaning specified in the Servicing Agreement.


                   
"Repossessed Collateral": The meaning specified in the Servicing Agreement.


                   
"Repurchase Price": With respect to any Loan repurchased by the Company pursuant
to Sections 2.06 or 3.03 of the Loan Acquisition Agreement or removed by the Depositor
pursuant to Section 3.04(d) or Section 10.02, the sum of the following: (a) the
excess of the Loan Balance (computed without giving effect to clause (c) and the
provisos to the definition of "Loan Balance" contained therein) of the related
Loan on the Determination Date on or immediately preceding the date when the Loan is
removed or repurchased over the Loan Balance of the Substitute Loan(s), if any,
substituted therefore; (b) any accrued but unpaid interest thereon at the interest
rate specified in the Loan through the date of repurchase and (without duplication) any
unreimbursed advances; and (c) other than in connection with a determination of the
Repurchase Price under Section 10.02, if the Loan Balance of the Loan (or portion thereof)
being repurchased or removed, together with the Loan Balance of all Loans previously
repurchased or removed, exceeds 5.0% of the initial Loan Balances of all loans transferred
by the Company to the Depositor under the Loan Acquisition Agreement, then an amount equal
to the Loan Prepayment Fee which would be due if the Loan were being prepaid rather than
repurchased.


                   
"Request for Release of Documents": The meaning specified in the Servicing
Agreement. 


                   
"Required Prepayment Fee Deposit": As of any Determination Date for which
Prepayment Fee Collections were received during the related Due Period, an amount equal to
the lesser of (a) before giving effect to any deposits to, and withdrawals from, the
Reserve Account on such Determination Date, an amount sufficient to bring the Reserve
Account balance up to the Reserve Account Required Balance, and (b) the Residual
Prepayment Fee Amount.


                   
"Reserve Account": The trust account or accounts created and maintained pursuant
to Section 5.03.


                   
"Reserve Account Floor Amount": $250,000.00.


                   
"Reserve Account Required Balance": As of any date of determination, an amount
equal to the sum of: (a) the greater of (i) the product of 1.0% and the Pool Balance
and (ii) the Reserve Account Floor Amount; plus (b) the sum of (i) the
product of 5.0% and the sum of the Loan Balances of each Loan other than a Delinquent Loan
or Defaulted Loan whose Coverage Ratio is less than the Coverage Ratio required under its
terms, and (ii) the product of 5.0% and the excess of (A) the sum of the Loan
Balances of each Underperforming Loan over (B) the product of 5.0% and the Pool Balance.


                   
"Reserve Withdrawals": Amounts withdrawn from the Reserve Account pursuant to
Section 5.03(d)(i).


                   
"Reset Date": For each Series, except otherwise specified in the related
Supplement, (a) with respect to First Period Interest, the second Business Day
preceding a Funding Date, (b) with respect to the LIBOR Rate (other than the
calculation of the LIBOR Rate with respect to First Period Interest), the second Business
Day immediately preceding the commencement of each Accrual Period for interest paid on any
Payment Date; provided that if such date is not both a Business Day and a London
Banking Day, the Reset Date shall be the first preceding day that is both a Business Day
and a London Banking Day.


                   
"Residual Prepayment Fee Amount": As of any Determination Date, the sum for each
Loan prepaid in the related Due Period of the following amounts (a) 50% of the Loan
Prepayment Fee collected with respect to such Loan until such amount equals 1.5% of the
Prepaid Principal Amount for such Loan, plus (b) 20% of the amount of the Loan Prepayment
Fee collected with respect to such Loan, if any, in excess of 3% of the Prepaid Principal
Amount for such Loan.


                   
"Responsible Officer": When used with respect to the Trustee, any officer
assigned to the Corporate Trust Office (or any successor thereto), including any Vice
President, senior trust officer, trust officer, assistant trust officer, any assistant
secretary, any trust officer or any other Officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and having
direct responsibility for the administration of this Agreement, and also, with respect to
a particular matter, any other officer, to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.


                   
"Revolving Certificates": Any Certificates of a Series that is designated as a
Revolving Series in the Supplement for such Series.



  
    "Revolving Series": Any Series denominated as such in the
    Supplement for such Series.

  




                   
"Scheduled Distributions": With respect to all Series and any Payment Date, the
sum of (a) interest accrued and payable on all outstanding Rated Certificates on such
date, including interest accrued in prior Due Periods but unpaid, (b) the aggregate
Principal Distribution Amount payable on such date on all outstanding Rated Certificates,
and (c) the sum of all prior Principal Distribution Amounts, if any, from prior
Payment Dates not yet paid.


                   
"Scheduled Expenses": On any Determination Date, the Trustee Fee, the Servicer
Fee, the Special Servicer Fee and the Servicing Advisor Fee due on the related Payment
Date.


                   
"Scheduled Funding Termination Date": For each Series of Certificates, the date
specified in the related Supplement.


                   
"Scheduled Maturity": With respect to any Series, the meaning set forth in the
applicable Supplement.


                   
"Scheduled Payment": With respect to a Payment Date and any Loan, the periodic
payment (inclusive of any amounts in respect of stated interest but exclusive of any
Servicing Charges or impound amounts) due with respect to such Loan in the related Due
Period.


                   
"Series": Each series of Revolving or Term Certificates issued pursuant to this
Agreement and a common Supplement, bearing the same Series designation and which may be
comprised of multiple Classes of Certificates.


                   
"Series Collections": With respect to any Series and any Payment Date, an amount
equal to the Available Collections allocated to such Series pursuant to Section 5.01(e),
as otherwise adjusted pursuant to Section 5.01(f)(vi).


                   
"Series Percentage": With respect to any Series and any Determination Date, a
fraction the numerator of which is the Series Principal Amount and the denominator of
which is the aggregate Series Principal Amounts for all Series then Outstanding.


                   
"Series Principal Amount": With respect to any Series and any Determination
Date, the aggregate Outstanding Principal Amount of all Certificates of such Series
immediately following the preceding Payment Date or Funding Date, whichever is later.


                   
"Series Termination Date": With respect to any Series of Certificates, the date
specified in the applicable Supplement.


                   
"Servicer": The meaning specified in the Servicing Agreement.


                   
"Servicer Event of Default": The meaning specified in Section 6.01(a) of the
Servicing Agreement.


                   
"Servicer Fee": With respect to each Loan and for any Payment Date, an amount
per Due Period equal to (a) the product of (i) one-twelfth of 0.20% and
(ii) (A) if the Loan became a Funded Loan prior to the Determination Date
occurring in the month preceding such Payment Date, the Loan Balance of such loan as of
the Determination Date occurring in the month preceding such Payment Date, otherwise
(B) (1) the Loan Balance of such Loan as of the date it became a Funded Loan
times (2) a fraction, the numerator of which is the number of days from the date the
Loan became a Funded Loan through the last day of the Due Period in which such Loan became
a Funded Loan, and the denominator of which is thirty (30), minus (b) the Trustee
Fee.


                   
"Servicer Report": The meaning specified in the Servicing Agreement.


                   
"Servicer Termination Notice": The meaning specified in Section 6.01(b) of the
Servicing Agreement.


                   
"Servicing Advisor": The meaning specified in the Servicing
Agreement.    


                   
"Servicing Advisor Fee": The meaning specified in the Servicing Agreement. 


                   
"Servicing Agreement": The Servicing Agreement, dated as of August 1, 1998,
entered into among the Servicer, the Depositor, the Special Servicer, the Servicing
Advisor and the Trustee.


                   
"Servicing Charges": The sum of (a) all late payment charges paid by
Obligors on Loans that are Delinquent Loans after payment in full of any Scheduled
Payments due in a prior Due Period and Scheduled Payments for the related Due Period and
(b) any other incidental charges or fees received from a Obligor, including
assumption fees, other late fees, collection fees and bounced check charges.


                   
"Servicing Officers": The meaning specified in the Servicing Agreement.


                   
"Special Servicer": The meaning specified in the Servicing Agreement.


                   
"Special Servicer Fee": With respect to each Loan and for any Payment Date, an
amount per Due Period equal to (a) the product of (i) one-twelfth of 0.20% and
(ii) (A) if the Loan became a Funded Loan prior to the Determination Date
occurring in the month preceding such Payment Date, the Loan Balance of such Loan as of
the Determination Date occurring in the month preceding such Payment Date, otherwise
(B) (1) the Loan Balance of such Loan as of the date it became a Funded Loan
times (2) a fraction, the numerator of which is the number of days from the date the
Loan became a Funded Loan through the last day of the Due Period in which such Loan became
a Funded Loan, and the denominator of which is thirty (30), minus (b) the Servicing
Advisor Fee.


                   
"Special Servicer Report": The meaning specified in the Servicing Agreement.


                   
"Specified Review": The meaning specified in the Loan Acquisition Agreement.


                   
"State": Any state of the United States of America and, in addition, the
District of Columbia.


                   
"Substitute Loan": The meaning specified in the Loan Acquisition Agreement.


                   
"Supplement": With respect to each Series of Certificates, a supplement to this
Agreement setting forth the terms of the various Classes of Certificates comprising such
Series, as provided in Section 2.02.


                   
"Swap Agreement": With respect to any Series of Certificates, the meaning set
forth in the applicable Supplement.


                   
"Swap Payments": With respect to each Due Period, the payments that are required
to be made to or from the Trust under any Swap Agreement then in effect.


                   
"Term Certificates": Any Certificates of a Series that is designated as a Term
Series in the Supplement for such Series.


                   
"Term Series": Any Series designated as such in the Supplement for such Series.


                   
"Transaction Documents": This Agreement, the Servicing Agreement, the Loan
Acquisition Agreement, the Certificates and the Certificate Purchase Agreements.


                   
"Transaction Documents Date": With respect to each Series of Certificates, the
meaning specified in the applicable Supplement.


                   
"Transition Costs": Any documented expenses reasonably incurred by a Successor
Servicer or the Trustee in connection with a transfer of servicing from the Servicer,
Special Servicer or Servicing Advisor, pursuant to the Servicing Agreement, but not to
exceed $25,000 in the aggregate for any particular transfer.


                   
"Trust": Allegiance Capital Trust I, being the trust created hereunder.


                   
"Trust Estate": The meaning specified in the Conveyance Clause of this
Agreement.


                   
"Trustee": Manufacturers and Traders Trust Company, a New York banking
corporation, until a successor Person shall have become the Trustee pursuant to the
applicable provisions of this Agreement, and thereafter "Trustee" shall mean
such successor Person.


                   
"Trustee Fee": The fee payable to the Trustee in consideration for the Trustee=s performance of its duties
as trustee pursuant to this Agreement, which fee shall be nonrefundable as to the current
year and shall be payable in advance as follows: (a) $7,500, payable by the Depositor to
the Trustee on the initial Funding Date; and (b) $615, deposited on each Payment Date
thereafter.


                   
"UCC": The Uniform Commercial Code in effect in the applicable jurisdiction.


                   
"Underperforming Loan": As of any Determination Date, a Loan that is not a
Defaulted Loan or a Delinquent Loan and that has a Coverage Ratio of less than 1.40.


                   
"Valuation Reduction": With respect to any Defaulted Loan that is not a
Liquidated Loan and with respect to which an updated Valuation has been prepared in
accordance with Section 3.12(f) of the Servicing Agreement, an amount equal to the excess
of (a) the sum, as of the beginning of the Due Period in which an updated Valuation
is received with respect to such Loan in accordance with Section 3.12(f) of the
Servicing Agreement, (i) the Loan Balance of such Loan as of the beginning of the
related Due Period, plus, (ii) to the extent not previously advanced by the Servicer
or the Special Servicer, all unpaid interest on such Loan at a per annum rate equal to the
applicable interest rate, (iii) any unreimbursed advances and (iv) all currently
due but unpaid real estate taxes and assessments, insurance premiums and, if applicable,
ground rents in respect of the related Loan Collateral or Repossessed Collateral over
(b) 80% of the Valuation of the Loan Collateral or Repossessed Collateral securing
such Loan as per such updated Valuation.


                   
"Vice President": With respect to the Depositor or the Trustee, any vice
president, whether or not designated by a number or a word or words added before or after
the title "vice president."


                   
"Workout Fee": The meaning specified in the Servicing Agreement.



                   
Section 1.02 Certain Rules of Construction1.02 Certain Rules of Construction.



                   
Unless the context of this Agreement or any Supplement clearly requires otherwise: (a)
references to the plural include the singular and to the singular include the plural; (b)
references to any gender include any other gender; (c) the words "include"
and "including" are not limiting; (d) the word "or" has the inclusive
meaning represented by the phrase "and/or"; (e) the words "hereof,"
"herein," "hereby," and "hereunder," and any other similar
words, refer to this Agreement or such Supplement (as applicable) as a whole and not to
any particular provision hereof; and (f) article, section, subsection, clause, exhibit,
and schedule references are to this Agreement or such Supplement (as applicable). Article,
section, and subsection headings are for convenience of reference only, shall not
constitute a part of this Agreement for any other purpose, and shall not affect the
construction of this Agreement or any Supplement. All exhibits and schedules attached
hereto are incorporated herein by this reference. Any reference herein to this Agreement
or in any Supplement or any other agreement, document, or instrument includes all
permitted alterations, amendments, changes, extensions, modifications, renewals, or
supplements thereto or thereof, as applicable.



                   
Section 1.03 Certain Calculations.1.03 Certain Calculations.



                   
For purposes of this Agreement and unless the context of this Agreement clearly requires
otherwise:


                   
(a) All calculations of interest on the Certificates and of Scheduled Expenses shall be
made on the basis of a year of three hundred sixty (360) days consisting of twelve (12),
thirty (30) day months. All calculations of interest with respect to any Loan shall be
made in accordance with the terms of the related Note and Mortgage or, if such documents
do not specify the basis upon which interest accrues thereon, on the basis of a year of
three hundred sixty (360) days consisting of twelve (12), thirty (30) day months.


                   
(b) Subject to Section 1.03(c), all Recoveries in respect of a Loan shall be applied as
follows: (i) first, to the reimbursement of any Recovery Expenses with respect to such
Loan; (ii) second, to past due Scheduled Payments; (iii) third, to the Scheduled Payment
due in the Due Period in which such Recoveries are received; (iv) fourth, as a principal
prepayment on the related Loan; (v) fifth, to the applicable Loan Prepayment Fee, if
any, and (vi) sixth, to the Obligor, as required by law or the terms of the related
Loan.


                   
(c) Notwithstanding acceleration or foreclosure of any Loan and the repossession of the
related Loan Collateral and the cancellation of the related Loan, such Loan shall (for
purposes of all calculations hereunder) be considered to be a Loan held in the Trust
Estate until such time as such Loan or the related Repossessed Collateral is sold by the
Trust Estate. Consistent with the foregoing, for purposes of all calculations hereunder,
so long as such Loan is considered to be a Loan held in the Trust Estate, it shall be
assumed that, notwithstanding that the indebtedness evidenced by the related Note shall
have been discharged, such Note shall remain outstanding and, for purposes of determining
the Loan Balance thereof and in connection with the calculation of any servicing
compensation, the interest rate and related amortization schedule in effect at the time of
any such acquisition of title shall remain in effect (except that such schedule shall be
adjusted to reflect the application of Recoveries in the manner set forth in Section
1.03(b) or 1.03(c), as applicable).


 



ARTICLE TWO


THE CERTIFICATESTWOTHE CERTIFICATES


                   
Section 2.01 Form Generally2.01 Form Generally.



                   
Each Class of Certificates and the certificates of authentication shall be in
substantially the form set forth in the applicable Supplement, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Agreement, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon, as may, consistently
herewith, be determined by the officers executing such Certificates, as evidenced by their
execution of the Certificates.


                   
The definitive Certificates shall be typewritten, printed, lithographed, or engraved or
produced by any combination of these methods on steel engraved borders or may be produced
in any manner acceptable to the Trustee and the initial purchasers of the Certificates,
all as determined by the officers executing such Certificates, as evidenced by their
execution of such Certificates.



                   
Section 2.02 Series; Denomination2.02 Series; Denomination.



                   
(a) This Agreement provides for the issuance from time to time of one or more Series of
Certificates, designated as either a Revolving Series or a Term Series, each subject to
and in accordance with the terms of this Agreement and the applicable Supplement. Each
Series of Certificates shall have multiple Classes and, to the extent provided in the
applicable Supplement, sub-Classes. Certificates in a Revolving Series may be designated
in the applicable Supplement as Class A-R, Class B-R, Class C-R or Class D-R, and
Certificates in a Term Series may be designated as Class A, Class B, Class C, Class D or
Class R. Each Certificate in a Series shall bear upon the face thereof the designation
selected for the Series and Class (and sub-Class, if applicable) to which it belongs.


                   
(b) Each Class of Certificates issued under this Agreement shall in all respects
represent a fractional undivided interest in the Trust Estate, and shall be entitled to
the benefits hereof without preference, priority or distinction on account of the actual
time or times of authentication and delivery, except as otherwise provided in this
Agreement or the applicable Supplement. As and to the extent set forth in the priority of
payments in Section 5.02(b) and the Supplements, the rights of the Holders of certain
Classes of Certificates to receive payments of interest and principal shall be
subordinated to the rights of the Holders of certain other Classes of Certificates to
receive such payments.


                   
(c) The Supplement with regard to a Series of Certificates shall establish, without
limitation, the following terms and provisions of each Class of Certificates of such
Series, each of which the Depositor shall determine in authorizing the issuance of any
Series:



  
                       
    (i)         designation of the Series and the Classes
    of Certificates within such Series;

                       
    (ii) the applicable Delivery Date, Initial Funding Amount, Initial Payment Date, Minimum
    Funding Amount, and Transaction Documents Date;

                       
    (iii) the maximum aggregate principal amount of Certificates of each Class of such
    Series that may be issued, including the Maximum Series Amount; 

                       
    (iv) the Certificate Interest Rate for each Class of Certificates in such Series;

                       
    (v) the Series Termination Date for each Class of Certificates in such Series; and

                       
    (vi) the priority of payments for the Distribution Account for such Series.

  




                   
(d) The aggregate principal amount of Certificates of each Class of each Series which
may be authenticated and delivered under this Agreement shall be the Maximum Series
Amount, except for Certificates authenticated and delivered upon registration of transfer
or in exchange for or in lieu of other Certificates pursuant to Sections 2.04, 2.05, 2.07
or 9.05. Except as specified in the related Supplement, the Certificates shall be issuable
only as registered Certificates without coupons in denominations of at least $250,000 and
any amount in excess thereof; provided that the foregoing shall not restrict or
prevent the transfer in accordance with Sections 2.05 and 2.06 of any Certificate with a
remaining Outstanding Principal Amount of less than $250,000.



                   
Section 2.03 Formation, Execution, Authentication, Delivery and Dating2.03 Formation,
Execution, Authentication, Delivery and Dating.



                   
(a) By its conveyance of the Trust Estate to the Trustee as set forth in the Conveyance
Clause hereof, the Depositor hereby establishes the Trust in exchange for the Depositor's
rights to receive payments hereunder. On the Initial Delivery Date and from time to time
thereafter, Certificates shall be issued in accordance with the terms hereof by the Trust
and authenticated by the Trustee upon the written order of the Depositor.


                   
(b) The Certificates shall be executed on behalf of the Depositor by its President or one
of its Vice Presidents under its corporate seal imprinted or otherwise reproduced thereon.
The signature of these officers on the Certificates must be manual.


                   
(c) Certificates bearing the manual signatures of individuals who were at any time the
proper officers of the Depositor shall bind the Depositor, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication or
delivery of such Certificates or did not hold offices at the date of authentication or
delivery of such Certificates.


                   
(d) Each Certificate shall bear on its face the applicable Delivery Date and be dated as
of the date of its authentication.


                   
(e) No Certificate shall be entitled to any benefit under this Agreement or be valid or
obligatory for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the Trustee by
the manual signature of one of its authorized officers, and such certificate upon any
Certificate shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder.



                   
Section 2.04 Temporary Certificates2.04 Temporary Certificates.



                   
Pending the preparation of definitive Certificates, the Depositor may execute, and upon
Depositor Order, the Trustee shall authenticate and deliver, temporary Certificates which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, containing the same terms and representing the same rights as the definitive
Certificates in lieu of which they are issued.


                   
If temporary Certificates are issued, the Depositor will cause definitive Certificates to
be prepared without unreasonable delay. After the preparation of definitive Certificates,
the temporary Certificates shall be exchangeable for definitive Certificates upon
surrender of the temporary Certificates at the office or agency of the Depositor to be
maintained as provided in Section 8.02(l), without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Certificates, the Depositor shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more definitive
Certificates of any authorized denominations and of a like initial aggregate principal
amount and Series Termination Date. Until so exchanged, the temporary Certificates shall
in all respects be entitled to the same benefits under this Agreement as definitive
Certificates.



                   
Section 2.05 Registration, Registration of Transfer and Exchange2.05 Registration,
Registration of Transfer and Exchange.



                   
(a) The Depositor shall cause to be kept at an office or agency to be maintained by the
Depositor in accordance with Section 8.02(l) a register (the "Certificate
Register"), in which, subject to such reasonable regulations as it may prescribe, the
Depositor shall provide for the registration of Certificates and the registration of
transfers of Certificates. The Trustee is hereby appointed "Certificate
Registrar" for the purpose of registering Certificates and transfers of Certificates
as herein provided. The Trustee shall have the right to examine the Certificate Register
at all reasonable times and to rely conclusively upon a Certificate of the Certificate
Registrar as to the names and addresses of the Holders of the Certificates and the
principal amounts and numbers of such Certificates as held.


                   
(b) Upon surrender for registration of transfer of any Certificate at the office or agency
of the Depositor to be maintained as provided in Section 8.02(l) and subject to the
conditions set forth in Section 2.06, the Depositor shall execute, and the Trustee or its
agent shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of any authorized denominations and of a like
aggregate principal amount, Class, Series and Series Termination Date.


                   
(c) At the option of the Holder, Certificates of a Series may be exchanged for other
Certificates of such Series of any authorized denominations and of a like aggregate
principal amount, Class and Series Termination Date upon surrender of the
Certificates to be exchanged at such office or agency. Whenever any Certificates are so
surrendered for exchange, the Depositor shall execute, and the Trustee or its agent shall
authenticate and deliver, the Certificates which the Certificateholder making the exchange
is entitled to receive.


                   
(d) All Certificates issued upon any registration of transfer or exchange of Certificates
shall be entitled to the same benefits under this Agreement, as the Certificates
surrendered upon such registration of such transfer or exchange.


                   
(e) Every Certificate presented or surrendered for registration of transfer or exchange
shall (if so required by the Depositor or the Certificate Registrar) be duly endorsed or
be accompanied by a written instrument of transfer in form reasonably satisfactory to the
Depositor and the Certificate Registrar duly executed by the Holder thereof or his
attorney duly authorized in writing.


                   
(f) No service charge shall be made to a Holder for any registration of transfer or
exchange of Certificates, but the Depositor may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Certificates, other than exchanges pursuant to
Section 2.04 or Section 9.05 not involving any registration of transfer.



                   
Section 2.06 Limitation on Transfer and Exchange2.06 Limitation on Transfer and Exchange.



                   
(a) The Certificates have not been registered or qualified under the Securities Act of
1933, as amended (the "1933 Act") or the securities laws of any state. No
transfer of any Certificate shall be made unless that transfer is made in a transaction
which does not require registration or qualification under the 1933 Act or under
applicable state securities or "Blue Sky" laws. In the event that a transfer is
to be made without registration or qualification, such Certificateholder's prospective
transferee shall (i) deliver to the Trustee an Investment and Assumption Letter and
(ii) if the Trustee deems necessary (in other than a transfer under Rule 144A),
deliver to the Trustee an opinion of counsel that the transfer is exempt from such
registration or qualification (which opinion shall not be at the expense of the Depositor,
the Trustee, the Servicer or the Trust Estate). Neither the Depositor nor the Trustee is
obligated to register or qualify the Certificates under the 1933 Act or any other
securities law. Any such Holder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee and the Depositor against any liability, cost or expense
(including attorneys' fees) that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws. The Trustee shall promptly, after
receipt of such information as is set forth in the next succeeding sentence, furnish to
any Holder, or any prospective owner designated by a Holder, the information required to
be delivered to Holders and prospective owners of Certificates in connection with resales
of the Certificates to permit compliance with Rule 144A of the 1933 Act in connection with
such resales. Such information shall be provided to the Trustee by the Servicer.


                   
(b) No acquisition or transfer of a Certificate or any interest therein may be made to any
Benefit Plan Investor or to any Person who is directly or indirectly purchasing such
Certificates or an interest therein on behalf of, as named fiduciary of, as trustee of, or
with assets of, such a Benefit Plan Investor unless the Trustee is provided with evidence
that establishes to the satisfaction of the Trustee that either no "prohibited
transaction" under ERISA or the Code will occur in connection with such prospective
acquiror's or transferee's acquisition and holding of the Certificates or that the
acquisition and holding of the Certificates by such prospective acquiror or transferee is
subject to a statutory or administrative exemption.


                   
(c) Except as otherwise provided in the applicable Certificate Purchase Agreement, no
acquisition or transfer of a Certificate or any interest therein may be made during such
Certificate's Funding Period without the prior written consent of the Depositor.


                   
(d) In addition, no transfer of a Certificate shall be permitted, and no such transfer
shall be registered by the Trustee or the Certificate Registrar on the Certificate
Register, or shall be effective hereunder, if such transfer or the registration of such
transfer would cause the Trust to have, directly or indirectly, more than 98
Certificateholders at any time. The Servicer hereby agrees to determine at least annually
the number of Certificateholders and promptly notify the Trustee of the restriction in
this subsection (c) if the number of beneficial owners exceeds seventy-five. The
Trustee further agrees that it shall not participate in the establishment of an
"established securities market" (within the meaning of section 1.7704-1(b) of
the Treasury Regulations) or a "secondary market or the substantial equivalent
thereof" (within the meaning of section 1.7704-1(c) of the Treasury Regulations), or
the inclusion of any of the Certificates in such a market, nor shall it permit the
registration or listing of any Certificate on any such market.


                   
(e) The Trustee shall have no liability to the Trust Estate or any Certificateholder
arising from a transfer of any such Certificate in reliance upon a certification described
in this Section 2.06.



                   
Section 2.07 Mutilated, Destroyed, Lost or Stolen Certificate2.07 Mutilated, Destroyed,
Lost or Stolen Certificate.



                   
If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate (which evidence shall be, in the case of a Qualified Institutional Buyer,
notice from such Qualified Institutional Buyer of such ownership and such loss, theft,
destruction or mutilation), and (b) in the case of any such destruction, loss or
theft, there is delivered to the Trustee such security or indemnity as may be required by
the Trustee to save the
Depositor, the Trustee or any agent of any of them harmless (provided that, if the
Holder of the Certificate is, or is a nominee for, a Qualified Institutional Buyer, then
such Qualified Institutional Buyer's own unsecured agreement of indemnity shall be deemed
to be satisfactory for such purpose), then, in the absence of notice to the Depositor or
the Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser, the Depositor shall execute and, upon its request, the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of the same tenor, Series, Class, initial
principal amount and Series Termination Date, bearing a number not contemporaneously
outstanding. If after the delivery of such new Certificate, a bona fide purchaser of the
original Certificate in lieu of which such new Certificate was issued presents for payment
such original Certificate, the Depositor and the Trustee shall be entitled to recover such
new Certificate from the person to whom it was delivered or any person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred
by the Depositor or the Trustee or any agent of any of them in connection therewith. If
any such mutilated, destroyed, lost or stolen Certificate shall have become or shall be
about to become due and payable, or shall have become subject to redemption in full,
instead of issuing a new Certificate, the Depositor may pay such Certificate without
surrender thereof, except that any mutilated Certificate shall be surrendered.


                   
No service charge shall be made to a Holder for any registration of transfer, exchange or
issuance of Certificates, but the Depositor may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Certificates, other than exchanges pursuant to
Section 2.04 or Section 9.05 not involving any registration of transfer.


                   
Every new Certificate issued pursuant to this Section 2.07, in lieu of any destroyed, lost
or stolen Certificate, shall constitute an original additional contractual obligation of
the Depositor, whether or not the destroyed, lost or stolen Certificate shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this Agreement
equally and proportionately with any and all other Certificates duly issued hereunder.


                   
The provisions of this Section are exclusive and shall preclude (to the maximum extent
permitted by law) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Certificates.



                   
Section 2.08 Payment of Principal and Interest2.08 Payment of Principal and Interest.



                   
(a) Each Certificate shall bear interest during each Accrual Period at the Certificate
Interest Rate applicable to such Class and Series on the Outstanding Principal Amount of
such Certificate (as of the first day of the Accrual Period) until and including the last
day preceding the Payment Date on which its Outstanding Principal Amount has been reduced
to zero, and, if and to the extent specifically provided for in the related Supplement and
to the extent that the payment of such interest shall be legally enforceable, on any
overdue installment of interest from the date such interest became due until fully paid.
Unless otherwise specified in the related Supplement, such interest shall be calculated on
the basis of a three hundred sixty (360) day year consisting of twelve (12) months of
thirty (30) days each. Interest shall be payable in arrears on each Payment Date. On any
Reset Date preceding any Accrual Period or Delivery Date, the Servicer shall determine the
changes, if any, applicable to the Certificate Interest Rates and will promptly provide
notice by 11:00 a.m. local time (of the Servicer) of such determination to the Holders of
Certificates and the Trustee.


                   
In addition to the foregoing, with respect to any Funding occurring in any Accrual Period
since the preceding Payment Date, the related Funding Amounts shall accrue interest from
the related Funding Date through the end of the Accrual Period in which such Funding
occurs in the amount of the applicable First Period Interest, which interest shall be paid
on the next Payment Date to the Series and Class of Certificates having made such Funding.
The Servicer shall determine the First Period Interest due on a Funding Amount based on
the rate established on the applicable Reset Date.


                   
Accrued but unpaid interest on a Certificate shall be paid on a Payment Date to the extent
of funds available to be distributed as interest on such Class in accordance with the
priorities set forth in Article Five and the related Supplement.


                   
In making any interest payments hereunder, if the interest calculation with respect to a
Certificate shall result in a portion of such payment being less than $0.01, then such
payment shall be decreased to the nearest whole cent and no subsequent adjustment shall be
made in respect thereof.


                   
(b) The principal of each Certificate shall be payable in installments beginning on the
Initial Payment Date for such Series and ending no later than the applicable Series
Termination Date for such Series unless such Certificate becomes due and payable at an
earlier date by call for redemption or otherwise under the terms of the applicable
Supplement. All reductions in the principal amount of a Certificate effected by payments
of installments of principal made on any Payment Date shall be binding upon all future
Holders of such Certificate and of any Certificate issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment
is noted on such Certificate. Each installment of principal payable on a Certificate shall
be in an amount equal to that Certificate's pro rata share of the Principal Distribution
Amount for such Class and Series that is available to be paid in accordance with the
priorities of Article Five and the related Supplement. All payments of principal with
respect to the Certificates of a particular Class and Series shall be made on a pro
rata basis based upon the ratio that the Outstanding Principal Amount of a Certificate
bears to the Outstanding Principal Amount of all Certificates of such Class and
Series; provided that if, as a result of such proration, a portion of such
principal would be less than $0.01, then such payment shall be reduced to the nearest
whole cent and no subsequent adjustment shall be made in respect thereof..


                   
In addition to the foregoing, on each Payment Date the Certificate Prepayment Fee Amount
shall be distributed to the Holders of any Series and Class of Certificates then receiving
a distribution of Prepaid Principal Amount, in the same proportion as such Prepaid
Principal Amount is then being distributed. For purposes of this computation, the first
dollars of the Principal Distribution Amount for a Payment Date shall be deemed
attributable to the Prepaid Principal Amount for such Due Period and such computation
shall be made after the reallocations provided for in Section 5.02(c) hereof. All payments
of Certificate Prepayment Fee Amounts with respect to the Certificates of a particular
Class and Series shall be made on a pro rata basis based upon the ratio that the
Outstanding Principal Amount of a Certificate bears to the Outstanding Principal Amount of
all Certificates of such Class and Series; provided that if, as a result of
such proration, a portion of such principal would be less than $0.01, then such payment
shall be reduced to the nearest whole cent and no subsequent adjustment shall be made in
respect thereof..


                   
(c) Notwithstanding the foregoing, the Class R Certificates of any Term Series shall be
entitled solely to the payment of the amounts specified in the related Supplement or
otherwise released from the Reserve Account as provided in Section 5.03(d).


                   
(d) The principal, interest and any other amounts paid on the Certificates are payable
either (i) by check mailed by first-class mail to the Person whose name appears as the
Registered Holder of such Certificate on the Certificate Register at the address of such
Person as it appears on the Certificate Register or (ii) by wire transfer in immediately
available funds to the account specified in writing to the Trustee by such Registered
Holder at least five Business Days prior to the Record Date for the Payment Date on which
wire transfers will commence, in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private debts. All
payments on the Certificates shall be paid without any requirement of presentment. The
Depositor shall notify the Person in whose name a Certificate is registered at the close
of business on the Record Date next preceding the Payment Date on which the Depositor
expects that the final installment of principal of such Certificate will be paid that the
Depositor expects that such final installment will be paid on such Payment Date. Such
notice shall be mailed no later than the tenth day prior to such Payment Date and shall
specify the place where such Certificate may be surrendered. Funds representing any such
checks returned undeliverable shall be held in accordance with Section 7.16. Each
Certificateholder shall surrender its Certificate to the Trustee within thirty (30) days
after the Final Payment Date therefor; provided that if the Holder of any Certificate is,
or is a nominee for, a Qualified Institutional Buyer, then such Qualified Institutional
Buyer need not surrender its Certificate but shall indemnify the Trustee and the Depositor
for any losses attributable to the failure to surrender such Certificate.


                   
(e) The Certificates are payable only out of the Trust Estate and do not represent
recourse obligations of the Depositor, the Servicer or any Affiliate thereof or any
successor thereto.



                   
Section 2.09 Persons Deemed Owner2.09 Persons Deemed Owner.



                   
Prior to due presentment for registration of transfer of any Certificate, the Depositor,
the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the purpose of
receiving payments of principal of and interest on such Certificate and for all other
purposes whatsoever, whether or not such Certificate be overdue, and neither the
Depositor, the Trustee nor any agent of the Depositor or the Trustee shall be affected by
notice to the contrary.



                   
Section 2.10 Cancellation2.10 Cancellation.



                   
All Certificates surrendered to the Trustee for payment, registration of transfer or
exchange (including Certificates surrendered to any Person other than the Trustee which
shall be delivered to the Trustee) shall be promptly canceled by the Trustee. No
Certificates shall be authenticated in lieu of or in exchange for any Certificates
canceled as provided in this Section 2.10, except as expressly permitted by this
Agreement. All canceled Certificates held by the Trustee shall be disposed of by the
Trustee as is customary with its standard practice.



                   
Section 2.11 Tax Treatment2.11 Tax Treatment.



                   
The Depositor has structured this Agreement and the Certificates with the intention that
the Trust formed hereby be treated as a partnership, with the assets of the partnership
including all of the assets comprising the Trust Estate and the partners of the
partnership being all Certificateholders and the Depositor. The Depositor, the Trustee,
the Servicer and each Certificateholder, by acceptance of such Person's Certificate (and
any Person that is a beneficial owner of any interest in a Certificate, by virtue of such
Person's acquisition of a beneficial interest therein) agree to report the transactions
contemplated hereby in accordance with such stated intentions unless and until determined
to the contrary by an applicable taxing authority. In connection therewith, the Depositor
shall be designated as the "tax matters partner" of the Trust and shall be
authorized to maintain capital accounts and make partnership allocations in accordance
with Section 704 of the Code, which allocations shall track as nearly as possible the cash
distributions made to the various parties hereunder.


                   
In no event shall the Trust, or any party with the authority to act on behalf of the
Trust, make the election described in Treasury Regulation 301.7701-3(a) to treat the Trust
as an association taxable as a corporation for United States federal income tax purposes,
or in any comparable state tax law.



                   
Section 2.12 No Petition By Certificateholders.


                   
Each Holder of a Certificate, by acceptance of such Person's Certificate, agrees that
during the term of this Agreement and for one year and one day after the termination
hereof, such Holder or any Affiliate thereof will not (without the consent of Holders
holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any
involuntary petition or otherwise institute or cooperate in the institution of any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other
proceeding under any federal or state bankruptcy or similar law against the Depositor or
the Trust. 


 



ARTICLE THREE


ISSUANCE OF CERTIFICATES; SUBSTITUTIONS OF COLLATERALARTICLE 

THREEISSUANCE OF CERTIFICATES; SUBSTITUTIONS OF COLLATERAL


                   
Section 3.01 Conditions to Initial Issuance of Certificates3.01 Conditions to Initial
Issuance of Certificates.



                   
Each Certificate to be issued on the Initial Delivery Date shall be executed by the
Depositor and delivered to the Trustee for authentication, and thereupon, the same shall
be authenticated and delivered by the Trustee upon Depositor Order and upon receipt by the
Trustee of the following:


                   
(a) a Company Certificate and an AFI Certificate with the related Loan Schedule attached
thereto;


                   
(b) the original manually executed counterpart of each Loan to be acquired on such date
and all other items included in the related Loan Files, subject to such exceptions as
shall be noted in an exception report delivered in accordance with Section 4.06, by
the Trustee to the Depositor, the Servicer, the Certificateholders of the Series being
issued on such date and the Rating Agency; 


                   
(c) a Board Resolution of each of the Depositor, the Servicer, the Special Servicer, the
Servicing Advisor and the Company authorizing, as applicable, the execution, delivery and
performance of the Transaction Documents and the transactions contemplated hereby and by
the other Transaction Documents, certified by the Secretary or an Assistant Secretary of
the Depositor, the Servicer, the Special Servicer, the Servicing Advisor or the Company,
as applicable;


                   
(d) a copy of an officially certified document, dated not more than 30 days prior to the
Initial Delivery Date, evidencing the due organization and good standing of each of the
Depositor, the Servicer, the Special Servicer, the Servicing Advisor and the Company in
their respective states of formation;


                   
(e) copies of the organizational documents of each of the Depositor, the Servicer, the
Special Servicer, the Servicing Advisor and the Company, certified by the Secretary or
Managing Member, as applicable, of the Depositor, the Servicer, the Special Servicer, the
Servicing Advisor and the Company;


                   
(f)     (i) evidence of filing with the Secretary of State of the
State (and with the relevant county, if required by the applicable state law) of the
Company's chief executive office of UCC-1 financing statements executed by the Company, as
debtor, and naming the Depositor as secured party, the Trustee for the benefit of the
Certificateholders, as assignee, and the Loan Assets as collateral; (ii) evidence of
filing with the Secretary of State of the State (and with the relevant county, if required
by the applicable state law) of the Depositor's chief executive office of UCC-1 financing
statements executed by the Depositor, as debtor, and naming the Trustee for the benefit of
the Certificateholders, as secured party, and the Trust Estate as collateral; and (iii)
evidence of all other filings, recordations or other actions required to be made, filed,
recorded or taken under Section 2.06 of the Loan Acquisition Agreement;


                   
(g) certificates listing the Servicing Officers of the Servicer, the Special Servicer, and
the Servicing Advisor as of the Initial Delivery Date;


                   
(h) executed copies of each of the Supplement for the Series of Certificates being issued
on the Initial Delivery Date, the Servicing Agreement, the Loan Acquisition Agreement and
the Swap Agreement;


                   
(i)     evidence of the deposit by the Depositor into the Collection
Account of any amounts due and paid on the Loans since the applicable Cut-Off Date;


                   
(j)     confirmation from the Rating Agency that each Class of Certificates
in the Series being issued on such date has been assigned the credit rating required under
the Certificate Purchase Agreements for such Series; and


                   
(k) such other documents as the Trustee or the prospective Certificateholders of such
Series may reasonably require, including such documents and opinions as are described in
the applicable Certificate Purchase Agreement.



                   
Section 3.02 Issuances of Additional Series of Certificates3.02 Issuances of Additional
Series of Certificates.



                   
(a) Additional Series of Revolving or Term Certificates may be issued in accordance with
the terms of this Agreement, provided that no new Series of Certificates shall be
issued without the consent of the Certificateholder Agent.


                   
(b) On or before the Delivery Date relating to any new Series of Certificates, the parties
hereto shall execute and deliver a Supplement specifying the terms applicable to such new
Series of Certificates. The terms set forth in such Supplement may modify or amend,
subject to Article Nine, the terms of this Agreement solely as applied to such new Series
of Certificates.


                   
(c) Each new Series of Certificates shall be executed by the Depositor and delivered to
the Trustee for authentication, and thereupon, the same shall be authenticated and
delivered by the Trustee upon Depositor Order and upon receipt by the Trustee of the
following:



  
                       
    (i)         a Supplement for such Series of
    Certificates executed by each party hereto other than the Trustee;

                       
    (ii) if the Depositor is acquiring Loans from the Company on the applicable Delivery Date,
    compliance with the requirements for a Funding set forth in Article IV;

                       
    (iii) on or before the tenth Business Day immediately preceding the Delivery Date for the
    Series to be issued (unless the parties to be notified agree to a shorter time period),
    the Depositor shall have given the Trustee, the Servicer and the Rating Agency notice of
    such issuance and the applicable Delivery Date;

                       
    (iv) the Depositor shall have delivered to the Trustee an Officer's Certificate of the
    Depositor to the effect that such issuance will not result in a Default and all
    conditions precedent provided in this Agreement relating to the authentication and
    delivery of the additional Series of Certificates proposed to be issued have been complied
    with;

                       
    (v) to the extent not previously filed, (A) evidence of filing with the Secretary of
    State of the State (and with the relevant county, if required by the applicable state law)
    of the Company's chief executive office of UCC-1 financing statements executed by the
    Company, as debtor, and naming the Depositor as secured party, the Trustee for the benefit
    of the Certificateholders as assignee, and the applicable Loan Assets as collateral;
    (B) evidence of filing with the Secretary of State of the State (and with the
    relevant county, if required by the applicable state law) of the Depositor's chief
    executive office of UCC-1 financing statements executed by the Depositor, as debtor, and
    naming the Trustee for the benefit of the Certificateholders, as secured party, and the
    Trust Estate as collateral; and (C) evidence of all other filings, recordations or other
    actions required to be made, filed, recorded or taken under Section 2.06 of the Loan
    Acquisition Agreement;

                       
    (vi) confirmation from the Rating Agency of the initial rating on each Class of
    Certificates in any Series then Outstanding along with evidence that each Class of
    Certificates in the Series being issued has been assigned the credit rating required under
    the Certificate Purchase Agreements for such Series;

                       
    (vii) an opinion of counsel to the effect that the Trust will not be taxable as an
    association or as a publicly traded partnership as a result of the issuance of such Series
    of Certificate;

                       
    (viii) evidence of the deposit by the Depositor into the Collection Account of any amounts
    due and paid under the Loans of such Series since the related Cut-Off Date; and

                       
    (ix) such other documents, certificates, instruments, opinions, or other items as may be
    required by the terms of the Supplement creating such Series of Certificates or the
    Certificate Purchase Agreements executed in connection therewith.

  




                   
Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and
issue and deliver to or upon the order of the Depositor the applicable Certificates.



                   
Section 3.03 Perfection of Transfer3.03 Perfection of Transfer.



                   
(a) The Depositor and the Company shall file such Uniform Commercial Code financing
statements and assignments as are described in Sections 3.01and 3.02 in accordance with
such Sections and take such other actions as are required (i) to perfect the sale by the
Company to the Depositor of the Loans and the related Loan Assets, (ii) to assign to the
Trustee all Uniform Commercial Code financing statements perfecting the security interest
of the Depositor (as assignee of the Company) in the related Loan Collateral, (iii) to
perfect the first priority security interest of the Trustee in the Loans and the related
Loan Assets and (iv) to cause any related Loan Collateral (including any Mortgages) to
name the Trustee as lienholder. From time to time thereafter, the Servicer shall take or
cause to be taken such actions and execute such documents as are necessary to perfect and
protect the Trustee's interest in the Loans and the Loan Collateral against all other
Persons, including the filing of financing statements, amendments thereto and continuation
statements, the execution of transfer instruments and the making of notations on or taking
possession of all records.


                   
(b) File-stamped copies of such Uniform Commercial Code financing statements and
assignments with respect to the Loans shall be given to the Trustee within ten (10) days
of the Initial Delivery Date.


                   
(c) If any change in either the Company's or the Depositor's name, identity, structure or
the location of its principal place of business or chief executive office occurs, then the
Depositor shall, or the Depositor shall cause the Company to, deliver thirty (30) days
prior written notice of such change or relocation to the Servicer, the Certificateholder
Agent and the Trustee and no later than the effective date of such change or relocation,
the Servicer shall file such amendments or statements as may be required to preserve and
protect the Trustee's interest in the Trust Estate.


                   
(d) During the term of this Agreement, the Depositor shall maintain its chief executive
office and principal place of business in one of the States of the United States.


                   
(e) The Servicer agrees to pay all reasonable costs and disbursements in connection with
the perfection and the maintenance of perfection, as against all third parties, of the
Trustee's right, title and interest in and to the Trust Estate.


                   
(f)         The Trustee shall hold the original
manually executed counterparts of each Loan at its office in the State of New York,
or at any such new address in the State of New York, as the Trustee shall inform the
Servicer, the Depositor, and the Certificateholders in writing from time to time. The
Trustee shall hold each Loan for the benefit of Certificateholders, and shall maintain
accurate records pertaining to each Loan including a current inventory thereof. The
Trustee may, pursuant to a Request for Release of Documents, temporarily release such Loan
to the Special Servicer, provided that such request shall be in writing with an
explanation of the intended use specified and the Certificateholder Agent shall receive a
copy of such Request for Release of Documents. Any Loan temporarily released from the
custody of the Trustee to the Special Servicer or its agents shall have stamped on it
prior to delivery a legend to the effect that the Loan is the property of Manufacturers
and Traders Trust Company, as Trustee. The Special Servicer shall hold any such Loan in
trust for the benefit of the Trustee and shall promptly return the Loan to the Trustee
when the need therefor no longer exists.



                   
Section 3.04 Substitution and Repurchase of Loan Assets3.04 Substitution and Repurchase of
Loan Assets.



                   
(a) If any party hereto obtains knowledge (within the meaning of Section 7.01(e)), or
discovers or is notified by the Servicer that any of the representations and warranties of
the Company in the Loan Acquisition Agreement were incorrect at the time as of which such
representations and warranties were made, then the Person discovering such defect,
omission, or circumstance shall promptly notify the other parties to this Agreement.


                   
(b) Within the time period and in the manner set forth in Section 3.03 of the Loan
Acquisition Agreement, the Depositor shall require the Company to substitute for, or
repurchase, Loan Assets as required by Section 3.03 of the Loan Acquisition Agreement. The
proceeds of a repurchase shall be remitted by or on behalf of the Depositor to the
Collection Account in accordance with Sections 3.03 and 3.04 of the Loan Acquisition
Agreement.


                   
(c) If the Depositor fails to enforce the purchase or substitution obligation of the
Company under the Loan Acquisition Agreement, the Trustee shall, at the direction of the
Controlling Holders (provided, in each case, that the requirements of
Section 7.03(e) have been satisfied), enforce such repurchase or substitution
obligation for the benefit of the Certificateholders, and the Trustee is hereby appointed
attorney-in-fact to act on behalf of and in the name of the Depositor to require such
repurchase or substitution.


                   
(d) With respect to any Loan that becomes a Defaulted Loan or a Delinquent Loan, the
Depositor (and if not the Depositor, the Directing Holder) may, upon five (5) Business
Days notice to the Trustee, purchase such Loan at the Repurchase Price or remove such Loan
from the Trust Estate and deposit the Repurchase Price and/or deliver a Substitute Loan
meeting the same requirements as those specified in Section 3.04 of the Loan Acquisition
Agreement for substitutions and purchases by the Company upon breaches of a representation
or warranty by the Company thereunder; provided that the aggregate Loan Balance
(computed without regard to clause (c) and the proviso to such definition) of such
Defaulted Loans and Delinquent Loans that are substituted or removed by the Depositor
shall be subject to the Overall Substitution/Repurchase Limitation; provided further
that no substitution or repurchase shall be made if (i) such substitution or
repurchase is made with any intent to hinder, delay, or defraud any entity to which the
Company is or will become indebted; (ii) there shall be any reason to believe that
the Company is insolvent or that such substitution or repurchase will render the Company
insolvent on the date thereof or as a result of such substitution or repurchase;
(iii) at the time of such substitution or repurchase, the Company is engaged in
business, or about to engage in business, for which the assets remaining with it after the
substitution or repurchase will be an unreasonably small amount of capital; or
(iv) the Company intends or believes that it will incur debts beyond its ability to
pay as such debts mature.


                   
(e) Any Substitute Loans conveyed to the Trustee shall be accompanied by the following
items:



  
                       
    (i)         on or before the applicable Acquisition
    Date, a Company Certificate and an AFI Certificate, each such certificate having attached
    thereto a Loan Schedule and subjecting such Substitute Loan to the provisions thereof and
    hereof , along with a Pending Credit Schedule for such Substitute Loan; and

                       
    (ii) by the time required in Section 4.06, the original executed counterpart of the
    Substitute Loan and all other items included in the related Loan File.

  





                   
Section 3.05 Releases3.05 Releases.



                   
(a) The Depositor shall be entitled to obtain a release from the lien of this Agreement
for any Loan and the related Loan Collateral at any time (i) after a payment by the
Company or the Depositor of the Repurchase Price of the Loan or (ii) after a
Substitute Loan is substituted for such Loan, if the Depositor delivers to the Trustee an
Officer's Certificate (A) identifying the Loan and the related Loan Collateral to be
released and requesting the release thereof, (B) setting forth the amount
deposited in the Collection Account with respect thereto or identifying the Substitute
Loan, as the case may be, and (C) certifying that either the amount deposited in the
Collection Account or the Loan Balance of the Substitute Loan, as the case may be, equals
the Repurchase Price of the Loan.


                   
(b) Upon satisfaction of the conditions specified in subsection (a), the Trustee shall
release from the lien of this Agreement and deliver to or upon the order of the Depositor
(or to or upon the order of the Company if it has satisfied its obligations under Section
3.04 of the Loan Acquisition Agreement with respect to a Loan) the Loan and any related
Loan Collateral described in the Depositor's request for release.



                   
Section 3.06 Trust Estate3.06 Trust Estate.



                   
The Trustee may, and when required by the provisions of this Agreement shall, execute
instruments to release property from the lien of this Agreement, or convey the Trustee's
interest in the same, in a manner and under circumstances which are not inconsistent with
the provisions of this Agreement. No party relying upon an instrument executed by the
Trustee as provided in this Article Three shall be bound to ascertain the Trustee's
authority, inquire into the satisfaction of any conditions precedent or see to the
application of any monies.



                   
Section 3.07 Notice of Release3.07 Notice of Release.



                   
The Trustee shall be entitled to receive at least ten (10) days notice of any action to be
taken pursuant to Section 3.05(a), accompanied by copies of any instruments involved.



                   
Section 3.08 Nature of Transfer3.08 Nature of Transfer.



                   
To the extent that the transfer of the Trust Estate from the Depositor to the Trustee is
deemed to be a secured financing, the Depositor shall be deemed hereunder to have granted
to the Trustee, and the Depositor does hereby grant to the Trustee, a security interest in
all of the Depositor's right, title and interest in, to and under the Trust Estate,
whether now owned or hereafter acquired. For purposes of such grant, this Agreement shall
constitute a security agreement under applicable law.


 



ARTICLE FOUR


FUNDINGSFOURFUNDINGS


                   
Section 4.01 General 4.01 General.



                   
Subject to satisfaction of the conditions precedent set forth in Section 4.03 or
4.04, as applicable, the Depositor shall be eligible to obtain Fundings under the
Certificates on the Delivery Date for such Series of Certificates and thereafter on any
applicable Funding Date.



                   
Section 4.02 Funding Amounts 4.02 Funding Amounts.



                   
The Funding Amount for a Funding Group acquired on a Funding Date shall be determined by
the Depositor and confirmed by the Trustee (based solely on the information contained in
the Funding Report) and shall be reflected in a Funding Report with respect to such
Funding Group. Each Funding Group shall be conveyed to the Trust pursuant to an AFI
Certificate and the Loans in such Funding Group shall be identified on a Loan Schedule
attached to the AFI Certificate and the Company Certificate for such Funding. The related
Loan Files shall be held by the Trustee for the benefit of the Certificateholders as
provided herein.



                   
Section 4.03 Procedures for Obtaining Fundings Under a Revolving Series 4.03
Procedures for Obtaining Fundings Under a Revolving Series.



                   
(a) Conditions Precedent. Each Funding under a Revolving Series is subject to the
satisfaction of the following conditions precedent on the relevant date specified below:



  
                       
    (i) fifteen (15) days prior to the Funding Date (or such shorter period of time as may be
    agreed to by the Certificateholder Agent in its sole discretion), the Depositor shall
    deliver, for each Loan to be funded, (A) the related Pending Credit Schedule to the
    Rating Agency and the Certificateholder Agent, and (B) the related credit application,
    preliminary credit memorandum, preliminary Valuation, draft Loan Funding Checklist and
    draft credit agreement (blacklined against the Standard Form thereof) to the
    Certificateholder Agent;

                       
    (ii) the Depositor shall deliver to the Certificateholder Agent, as soon as possible, with
    respect to each Loan to be funded, written notice of any exceptions intended to be
    included on the Funding Report relating to such Loan, which notice shall specify with
    reasonable detail the nature of such exceptions;

                       
    (iii) five (5) Business Days prior to the Funding Date (or such shorter period of time as
    may be agreed to by the Certificateholder Agent in its sole discretion), the Depositor
    shall deliver, for each Loan to be funded, (A) an updated Pending Credit Schedule to the
    Trustee, the Rating Agency and the Certificateholder Agent, (B) a Specified Review to the
    Rating Agency and the Certificateholder Agent, and (C) the Valuation, a draft Funding
    Report, indicating the amount of the Funding, the related credit memorandum, and drafts of
    all of the items on the Loan Funding Checklist for such Loan (blacklined against the
    Standard Forms thereof, to the extent applicable) to the Certificateholder Agent;

                       
    (iv) two (2) Business Days prior to the requested Funding Date, the Depositor shall
    deliver, (A) with respect to each Loan to be funded, the final Funding Report to the
    Rating Agency and the Certificateholder Agent and (B) to the Trustee and the
    Certificateholder Agent, with respect to all Loans to be funded, an AFI Certificate and
    Company Certificate, each accompanied by a copy of the applicable Loan Schedule, executed
    by the Depositor, or the Company, respectively;

                       
    (v) on the Funding Date, the Depositor shall deliver to the Trustee either (A) the
    original manually executed counterpart of the Loans relating to such Funding and the other
    items comprising the related Loan Files or (B) the Escrow Instructions or evidence
    acceptable to the Certificateholder Agent that such items have been obtained from the
    Obligor and are being held in escrow with delivery of the Loan Files to be made in
    accordance with Section 4.06;

                       
    (vi) (A) the Loans in the proposed Funding Group shall be Eligible Loans and shall
    not cause the Loan Pool to violate the Pool Criteria, (B) after giving effect to such
    Funding, the applicable Maximum Series Amount shall not be exceeded, and (C) if any Funded
    Loan is subject to Existing Indebtedness the Depositor shall use the proceeds of such
    Funding to repay such Existing Indebtedness and shall obtain a release and extinguishment
    of rights from the obligee of such Existing Indebtedness, which shall include an
    acknowledgment that upon such repayment all obligations owing to such obligee and relating
    to such Funded Loan have been satisfied; 

                       
    (vii) such Funding shall occur on a date prior to the applicable Funding Termination Date
    and shall be at least equal to the Minimum Funding Amount for Series or Class, as
    applicable;

                       
    (viii) no Default (other than a Servicing Advisor Default), Depositor Event of Default,
    Servicer Event of Default, Special Servicer Event of Default or Servicing Advisor Event of
    Default shall exist or shall result from the Funding;

                       
    (ix) both before and after giving effect to such Funding, the Pool Performance Condition
    shall be met; and

                       
    (x) such other conditions as may be specified in the applicable Supplement or related
    Certificate Purchase Agreement(s).

  




                   
(b) Preparation of Funding Report. In connection with each Funding, the Depositor
shall prepare the Funding Report and the Loan Schedule and shall calculate the First
Period Interest with respect to each Funding Amount. Each Funding Report shall be
countersigned by the Certificateholder Agent to evidence its approval of the contents
thereof.



                   
Section 4.04 Procedures for Obtaining Fundings Under Term Certificates 4.04
Procedures for Obtaining Fundings Under Term Certificates.



                   
Each Funding under a Term Series shall also be based upon a Funding Report and shall be
subject to the satisfaction of the conditions precedent that are specified in the
applicable Supplement or related Certificate Purchase Agreement(s) for such Series.



                   
Section 4.05 Obligation of Certificateholders to Make Fundings 4.05 Obligation
of Certificateholders to Make Fundings.



                   
(a) Unless otherwise specified in the related Supplement, upon the issuance of each Series
of Certificates and execution of a Certificate Purchase Agreement on the related Delivery
Date, the initial Certificateholders shall have agreed, and by their acquisition of any
Certificates and execution of an Investment and Assumption Letter after the applicable
Delivery Date, any subsequent Certificateholders shall have agreed, on the terms and
conditions set forth herein, in the applicable Supplement and the related Certificate
Purchase Agreement(s) to make Fundings to the Depositor on the Delivery Date and from time
to time thereafter during the Funding Period.


                   
(b) On the Delivery Date for a Series, a Funding shall take place under such Series in an
aggregate amount equal to the Initial Funding Amount specified for each Class in such
Series. All subsequent Fundings under that Series shall be made by each Class in the
proportions and priorities set forth in the Supplement for such Series.


                   
(c) Each Class of each Series of Certificates shall be issued in an aggregate principal
amount equal to the Maximum Series Amount for such Class, although at any one time the
Outstanding Principal Amount may be less than the Maximum Series Amount for such Class of
such Series. The Certificateholders shall endorse on a schedule, which shall be attached
to each Certificate, the date and amount of each Funding made by such Certificateholder
with respect to the related Series and the amount of each payment of principal made by the
Depositor with respect thereto; provided that the Certificateholders may, at their
option, record the amount of their respective Fundings in other internal records rather
than on such a schedule. The Certificateholders are authorized and directed by the
Depositor to make such endorsements or records but each Certificateholder's records shall
be effective only if such records are in agreement with the applicable Certificate
Register maintained by the Trustee, absent manifest error in such Certificate Register.
Failure by any Certificateholders to make, or an error by any Certificateholder in making,
such endorsement or record with respect to any Funding shall not limit or otherwise affect
the obligations of the Depositor hereunder or under any Certificate.


                   
(d) Subject to the terms hereof, each Certificateholder will wire directly to the account
specified in the applicable Funding Report on the applicable Funding Date in immediately
available funds such Certificateholder's allocable share of the Funding Amount for its
Class that is specified in the Funding Report for such Class and Series. Each such
Certificateholder's allocable share of a Funding shall be based on a fraction, the
numerator of which shall be equal to the maximum principal amount of such Holder's
Certificate (as indicated on the face of such Certificate), and the denominator of which
shall be equal to the Maximum Series Amount for such Class.


                   
(e) The failure of any Certificateholder to remit its allocable share of any Funding
Amount for its Series and Class on the Delivery Date or any subsequent Funding Date shall
not relieve any other Certificateholder in such Series of any obligation hereunder to make
its allocable share of a Funding Amount for its Class and Series on such date. Any
nondefaulting Certificateholder may, but is not required to, fund the portion of the
Funding Amount of its respective Class and Series, not funded by the defaulting
Certificateholder. If a nondefaulting Certificateholder does not fund the portion of the
Funding Amount due from the defaulting Certificateholder, the Funding Amount and the
Minimum Funding Amount with respect thereto shall be reduced by the defaulting
Certificateholder=s
allocable portion of the Funding Amount and the Depositor shall have all remedies
available to it under applicable law in respect of the defaulting Certificateholder.


                   
(f)         Immediately following each Funding or
payment of principal on any Series of Certificates, the Trustee shall make an appropriate
notation in the applicable Certificate Register indicating the amount and date of the
Funding or payment and the unused Maximum Series Amount after giving effect to any
Funding.


 



                   
Section 4.06 Delivery of Loan Files4.06 Delivery of Loan Files.



                   
(a) The Depositor shall or shall cause the Company to comply with the requirements
relating to Funded Loans and Substitute Loans as set forth in the Loan Acquisition
Agreement (including compliance with the Eligibility Criteria and the Pool Criteria)
within the time periods set forth therein. On or prior to any Acquisition Date, the
Depositor shall deliver to the Trustee either (i) the final, executed Loan File or
(ii) evidence acceptable to the Certificateholder Agent that such documents are being
held in escrow pursuant to the related Escrow Instructions, in which case the Loan File
shall be delivered to the Trustee in accordance with the provisions of the Loan
Acquisition Agreement. Upon receipt of a Loan File, the Trustee will review such files and
shall confirm, by execution and delivery of a certificate of the Trustee to the Depositor
and the Certificateholder Agent, that: (A) the Trustee has received a Loan File for
each Loan that it is listed on the Loan Schedule; (B) such Loan File contains all of
the items listed on the Loan Funding Checklist for such Loan, including original executed
copies of those items required to be originals pursuant to the Loan Funding Checklist for
such Loan.


                   
(b) If, upon examination of the Loan Files in accordance with this Section, the Trustee
determines that any such Loan File is incomplete, the Trustee shall, within two (2)
Business Days, deliver an exception report to the Depositor, the Servicer and the
Certificateholder Agent by telephone or telecopy.


                   
(c) Within thirty (30) days after each Acquisition Date, the Trustee shall review any
exception report delivered pursuant to Section 7.14 in connection with the related Loan
Files and shall verify that it has possession of any missing items noted thereon. The
Trustee shall send such verification report and notice of any defects to the Depositor,
the Company and Servicer within thirty (30) days thereafter and shall take any appropriate
action under the Loan Acquisition Agreement.


                   
(d) Notwithstanding anything to the contrary contained in this Section 4.06, any review by
the Trustee of the documents contained in a Loan File shall be limited to ascertaining
that such documents appear on their face to be executed original counterparts of the
documents listed on the applicable Loan Funding Checklist. The Trustee shall have no
obligation to verify the authenticity, completeness or legal sufficiency of any such
documents or the genuineness of any signatures thereon.



 


ARTICLE FIVE


ACCOUNTS, ALLOCATIONS AND DISTRIBUTIONS 

ACCOUNTS, ALLOCATIONS AND DISTRIBUTIONS


                   
Section 5.01 Collections; Collection Account.Section 5.01 Collections; Collection Account.



                   
(a) Except as otherwise expressly provided herein or in the Servicing Agreement, the
Trustee may demand payment or delivery of, and shall receive and collect, all money and
other property payable to or receivable by the Trustee in respect of the Trust Estate. The
Trustee shall, upon the request of the Servicer, provide the Servicer with the information
requested by the Servicer regarding the amount of Collections received by the Trustee in
the accounts held in the name of the Trustee (including the Lockbox Account) so as to
permit the Servicer to perform its duties under the Servicing Agreement. The Trustee shall
hold all such money and property so received by it as part of the Trust Estate and shall
apply it as provided in this Agreement. Absent manifest error, the Trustee shall be
entitled to rely, without any independent verification, on all information contained in
any Report. If any Loan becomes a Defaulted Loan, the Trustee, upon Depositor or Servicer
request may, and upon the request of the Controlling Holders shall take such action as may
be appropriate to enforce such payment or performance, including the institution and
prosecution of appropriate Proceedings. If the Depositor receives any amounts payable to
or receivable by the Trustee pursuant to this Agreement, then the Depositor shall
immediately, but not later than two (2) Business Days after receipt, remit such amounts in
the form received to the Trustee for deposit in the Collection Account.


                   
(b) On or before the Initial Delivery Date, the Trustee shall open and maintain a trust
account at its Corporate Trust Office (the "Collection Account") in the name of
the Trustee for the benefit of the Certificateholders, wherein it shall deposit or where
there shall be received, among other amounts, Collections and all of the following: (i)
payments remitted to the Trustee by the Servicer or Special Servicer pursuant to
Article Three of the Servicing Agreement, (ii) any amounts received by the Trustee
from the Lockbox Account or otherwise pursuant to Section 5.01(a), (iii) amounts
transferred from the Reserve Account in accordance with Section 5.03(d)(i), (ii) and
(iii), (iv) amounts received by the Trustee as Swap Payments, and (v) any
Reinvestment Income. Funds in the Collection Account shall not be commingled with any
other monies. All monies deposited from time to time in the Collection Account pursuant to
this Agreement shall be held by the Trustee as part of the Trust Estate (other than monies
attributable to that portion of a Scheduled Payment that relates to interest accrued on a
Loan prior to its Cut-off Date which shall be held in Trust for the benefit of the
Company). The Business Day prior to each Payment Date, the Trustee shall (i) remove any
amounts improperly deposited into the Collection Account and remit them to the correct
party; (ii) remove funds from the Collection Account and pay the Swap Payments, if any,
required to be paid by the Trust; and (iii) pay to the Company any amounts collected
representing interest accrued on any Loan prior to its Cut-off Date.


                   
(c) Upon Depositor Order, the Trustee shall invest the funds in the Collection Account in
Eligible Investments. The Depositor Order shall specify the Eligible Investments in which
the Trustee shall invest, shall state that the same are Eligible Investments and shall
further specify the percentage of funds to be invested in each Eligible Investment. No
such Eligible Investment shall mature later than one (1) Business Day preceding the
next following Determination Date and shall not be sold or disposed of prior to its
maturity; provided that Eligible Investments of the type described in clause (a) of
the definition of "Eligible Investments" contained herein may mature on such
Determination Date. In the absence of a Depositor Order, the Trustee shall invest funds in
the Collection Account in Eligible Investments described in clause (f) of the definition
thereof. Eligible Investments shall be made in the name of the Trustee for the benefit of
the Certificateholders. The Trustee shall provide to the Depositor and the Servicer
monthly written confirmation of such investments, describing the Eligible Investments in
which such amounts have been invested.


                   
(d) Any income or other gain from investments in Eligible Investments as outlined in
Section 5.01(c) shall be credited to the Collection Account and any loss resulting
from such investments shall be charged to such account. Except as otherwise specifically
set forth herein, the Trustee shall not be liable for any loss incurred on any funds
invested in Eligible Investments pursuant to the provisions of this Section 5.01 (other
than in its capacity as obligor under any Eligible Investment).


                   
(e) On each Determination Date, after computing all transfers and deposits to the
Collection Account referred to in Section 5.01(b), the Servicer shall (i) determine the
amount of any Certificate Prepayment Fee Amounts, (ii) determine the Available Collections
and then shall allocate them among the outstanding Series pro rata according to the Series
Percentage for each such Series, and (iii) determine the amount of any Reserve
Withdrawals.


                   
(f)         Thereafter, on each Payment Date, the
Trustee shall withdraw all amounts in the Collection Account (including the Reinvestment
Income therein but excluding any Scheduled Payments due after the Determination Date for
such Payment Date) and shall disburse them in the following priority in accordance with
the provisions of and instructions in the monthly Servicer Report; provided that,
to the extent that the Available Collections are insufficient to pay Scheduled
Distributions on Rated Certificates, any Servicing Fee, Special Servicing Fee and
Servicing Advisor Fee otherwise payable to the initial Servicer or the initial Special
Servicer or the initial Servicing Advisor (or, with respect to any such Person prior to
the delivery of a Termination Notice to such Person, such Person's successors or
Affiliates) under clauses (ii), (iii) and (iv) respectively shall not be paid to them and
shall instead be made available for disbursement under clause (vi) below and the
applicable Supplement:



  
                       
    (i)         to pay to the Trustee: (A) a deposit of
    $615 to be applied to the payment of the Trustee Fee becoming due on the next anniversary
    of the initial Funding Date; (B) to reimburse it for any expenses incurred by it and
    reimbursable from the Trust Estate under the terms of any of the Transaction Documents;
    and (C) after delivery of a Termination Notice, to pay any Transition Costs to the
    applicable party;

                       
    (ii) to pay to the Servicer: (A) the Servicer Fee then due; (B) all Servicing Charges
    received and due to the Servicer; (C) in respect of each Liquidated Loan, from
    Recoveries on such Loan or any related Repossessed Collateral, any Recovery Expenses not
    previously reimbursed and all other reimbursement amounts due to it, as provided in
    Section 3.09(a) of the Servicing Agreement; and (D) any amounts received from
    Obligors to pay the taxes or other impound amount required under the related Loan, to the
    extent deposited in the Collection Account;

                       
    (iii) to pay to the Special Servicer: (A) the Special Servicer Fee then due; (B) all
    Servicing Charges received and due to the Special Servicer; and (C) in respect of each
    Liquidated Loan, from Recoveries on such Loan or any related Repossessed Collateral, any
    Recovery Expenses not previously reimbursed and all other reimbursement amounts due to it,
    as provided in Section 3.09(b) of the Servicing Agreement;

                       
    (iv) to pay to the Servicing Advisor: (A) the Servicing Advisor Fee then due; and (B) in
    respect of each Liquidated Loan, from Recoveries on such Loan or any related Repossessed
    Collateral, any Recovery Expenses not previously reimbursed and all other reimbursement
    amounts due to it, as provided in Section 3.09(c) of the Servicing Agreement;

                       
    (v) to the extent of Prepayment Fee Collections, (A) to pay the Certificate
    Prepayment Fee Amount to the Certificateholders as provided in Section 2.08(b),
    (B) to make any Required Prepayment Fee Deposit into the Reserve Account, and
    (C) to pay the remainder to the Class R Certificateholders, or if there are none, to
    the Depositor;

                       
    (vi) to deposit into the Distribution Account for each Series, the Available Collections
    allocable to such Series pursuant to Section 5.01(e) plus the applicable
    Series Percentage of any Servicer Fee, Special Servicer Fee and Servicing Advisor Fee
    deferred pursuant to the introductory paragraph of this Section 5.01(f) and any Reserve
    Withdrawal made with respect to such Series; and 

                       
    (vii) to deposit into (or remove from) the Distribution Account for each Series any
    amounts reallocated to (or from) such Series in accordance with Section 5.02(c)

  





                   
Section 5.02 Distributions; Distribution Account5.02 Distributions; Distribution Account.



                   
(a) On or before the Delivery Date for a Series of Certificates, the Trustee shall open
and maintain a trust account at its Corporate Trust Office (each such account, a
"Distribution Account") in the name of the Trustee for the benefit of the
Certificateholders of that Series, for the receipt of amounts allocated to such Series in
accordance with Section 5.01(e). Funds in each Distribution Account shall not be
commingled with any other monies and shall not be invested. All monies deposited from time
to time in each Distribution Account pursuant to this Agreement shall be held by the
Trustee as part of the Trust Estate as herein provided. All payments to be made from time
to time to the Certificateholders out of funds in the Distribution Account pursuant to the
Agreement shall be made by the Trustee or the Paying Agent.


                   
(b) On each Payment Date, the Trustee shall withdraw amounts on deposit in each
Distribution Account and shall distribute them to the Certificateholders of the related
Series in accordance with the priorities set forth in the applicable Supplement (as
directed in the Servicer Report).


                   
(c) Each Supplement shall provide for reallocations as described in this subsection. On
each Payment Date, Series Collections otherwise distributable to Certificates other than
Rated Certificates of such Series shall be made available for Scheduled Distributions on
any other Series and payment of any Outstanding Principal Amount on the Rated Certificates
of a Revolving Series at their Scheduled Maturity, to the extent that any shortfalls with
respect thereto exist. Such reallocation shall be divided between each Series having a
shortfall pro rata by the amount of its shortfall and shall be distributed within each
Series according to the Supplement for such Series. In addition, if after such
reallocation of amounts otherwise distributable to unrated Certificates, Series
Collections are insufficient to pay accrued interest, whether current or past due, on all
Rated Certificates for all Series, then such shortfall shall be allocated among all Series
with Rated Certificates outstanding with a like initial rating, pro rata, in reverse order
of rating seniority, in a manner such that, after giving effect to the distribution of
such Available Collections, all Rated Certificates with a like initial rating shall have
received identical percentages of interest distributable to such Rated Certificates on the
Payment Date.



                   
Section 5.03 Reserve Account5.03 Reserve Account.



                   
(a) Prior to the initial Delivery Date, the Depositor shall cause the Trustee to open and
maintain a trust account (the "Reserve Account") at the Corporate Trust Office
in the name of the Trustee for the benefit of the Certificateholders, for the receipt of
deposits pursuant to Section 5.01(f) and the Supplements. Monies received in the Reserve
Account will be invested at the written direction of a majority of the Holders of the
Class R Certificates or, if there are no Class R Certificates then Outstanding, the
Depositor, in Eligible Investments during the term of this Agreement, and any income or
other gain realized from such investment, shall be held by the Trustee in the Reserve
Account as part of the Trust Estate subject to disbursement and withdrawal as herein
provided. Eligible Investments shall be made in the name of the Trustee for the benefit of
the Certificateholders. No such Eligible Investment shall mature later than one (1)
Business Day preceding the next following Determination Date and shall not be sold or
disposed of prior to its maturity; provided that Eligible Investments of the type
described in clause (a) of the definition of "Eligible Investments" may mature
on such Determination Date. In the absence of direction, the Trustee shall invest funds in
the Reserve Account in Eligible Investments described in clause (f) of the definition
thereof. Monies in the Reserve Account shall be subject to withdrawal in accordance with
Section 5.03(d).


                   
(b) The Trustee shall provide to the Servicer monthly written confirmation of investments
of funds held in the Reserve Account, describing the Eligible Investments in which such
amounts have been invested. Any funds not so invested must be insured by the Federal
Deposit Insurance Corporation.


                   
(c) The Trustee shall not be liable for any investment loss resulting from investment of
money in the Reserve Account in any Eligible Investment in accordance with the terms
hereof (other than in its capacity as obligor under any Eligible Investment).


                   
(d) Disbursements from the Reserve Account shall be made, to the extent funds therefor are
available, only as follows (in accordance with the provisions of and instructions in the
monthly Servicer Report):



  
                       
    (i) if the Available Collections allocable to a Series (computed after giving effect to
    any deferral of Servicing Fees, Special Servicing Fees and Servicing Advisors Fees
    pursuant to Section 5.01(f) on the Determination Date immediately preceding such
    Payment Date) are less than the amounts required to be distributed as interest on all
    Classes of Rated Certificates in such Series plus, at the Series Termination Date for such
    Series, the Outstanding Principal Amount thereof, the Trustee shall withdraw funds from
    the Reserve Account on such Determination Date to the extent necessary to make such
    payments on such Payment Date and deposit such funds into the Collection Account;

                       
    (ii) at the close of any Payment Date on which (A) the balance in the Reserve Account
    exceeds the Reserve Account Required Balance,(B) the Pool Performance Condition is met,
    and (C) no Default, Depositor Event of Default, Servicer Event of Default, Special
    Servicer Event of Default or Servicing Advisor Event of Default exists, the Trustee shall
    withdraw such excess funds from the Reserve Account and pay them as follows:

    
      
        
          (1)          first to the
          Depositor, to the extent of any unreimbursed deposits made by it pursuant to
                          
          any Series Supplement, and

          (2)       second, to the Holders of the
          Class R Certificates of any Term Series then Outstanding
                          
          and if no such Certificates are then Outstanding, to the Depositor; and

        

      

    

                       
    (iii) upon termination of the Trust and payment in full of all Rated Certificates, any
    funds remaining in the Reserve Account shall be paid in the same manner as provided in
    Section 5.03(d) (ii) above.

  





                   
Section 5.04 Reports by Trustee to Certificateholders5.04 Reports by Trustee to
Certificateholders.



                   
(a) On each Payment Date, the Trustee shall account to each Holder of Certificates on
which payments are then being made the amount that represents principal, the amount that
represents interest and the amount that represents any Certificate Prepayment Fee Amount
and shall contemporaneously advise the Depositor of all such payments. The Trustee may
satisfy its obligations under this Section 5.04 by delivering the monthly Servicer Report
to each such Holder of the Certificates, the Depositor and the Rating Agency. On or before
the 15th day prior to any Final Payment Date (or the 5th day prior to the Final Payment
Date occurring as a result of the Depositor taking action under Section 10.02), the
Trustee shall provide notice to the Rating Agency and the Holders of the applicable Series
of Certificates of the Final Payment Date for such Certificates. Such notice shall include
(i) a statement that interest shall cease to accrue as of the last day preceding the date
on which the Final Payment Date occurs, and (ii) shall specify the place or places at
which presentation and surrender of Certificates may be made; provided that, if the
Holder of any Certificate is, or is a nominee for, a Qualified Institutional Buyer, then
such Person need not surrender such Certificate, provided further that, in
such event, such Qualified Institutional Buyer shall automatically be deemed to have
provided its own unsecured agreement of indemnity saving the Depositor and the Trustee, or
either of them, harmless in respect of such failure to surrender.


                   
(b) At least annually, or as otherwise required by law, the Trustee shall distribute to
the Certificateholders any information returns or other tax information or statements as
are required by applicable tax law to be distributed to the Certificateholders. The
Servicer shall prepare or cause to be prepared all such information for distribution by
the Trustee to the Certificateholders.



                   
Section 5.05 Trustee Permitted to Rely on Reports.



Absent manifest error, the Trustee shall be permitted to rely on the
Servicer Report and, to the extent relevant, any other Reports, in making the allocations,
distributions and funds transfers required pursuant to this Article Five and the
Supplements.


 



ARTICLE SIX


DEFAULTS AND REMEDIESSIX 


                   
Section 6.01 Depositor Events of Default6.01 Depositor Events of Default.



                   
"Depositor Event of Default" wherever used herein means any one of the following
events:


                   
(a) (i) the breach in any material respect of any representation or warranty of the
Depositor in any Transaction Document or (ii) default in the performance of any
covenant of the Depositor in any Transaction Document, and, except in the case of a
default in the performance of Section 8.2(a), continuance of such default or breach
for a period of thirty (30) days after the earlier of the Depositor has received notice
thereof or has actual knowledge thereof;


                   
(b) the entry of a decree or order for relief by a court having jurisdiction in the
premises in respect of the Depositor under the United States Bankruptcy Code or any other
applicable federal or state bankruptcy, insolvency, reorganization, liquidation or other
similar law now or hereafter in effect or any arrangement with creditors or appointing a
receiver, liquidator, assignee, trustee, or sequestrator (or other similar official) for
the Depositor or for any substantial part of its property, or ordering the winding up or
liquidation of the Depositor's affairs, and the continuance of any such decree or order
unstayed and in effect for a period of sixty (60) consecutive days;


                   
(c) the institution by the Depositor of bankruptcy or insolvency proceedings against
itself, or the consent by the Depositor to the institution of bankruptcy or insolvency
proceedings against the Depositor, or the filing by the Depositor of a petition or answer
or consent seeking reorganization or relief under the United States Bankruptcy Code or any
other applicable federal or state bankruptcy insolvency, reorganization, liquidation or
other similar law now or hereafter in effect, or the consent by the Depositor to the
filing of any such petition or to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or other similar official) of
the Depositor or of any substantial part of the Depositor's property, or the making by the
Depositor of any assignment for the benefit of creditors, or the admission by it in
writing of its inability, or the failure by it generally, to pay its debts as they become
due, or the taking of corporate action by the Depositor in furtherance of any such action;


                   
(d) the cumulative amount (without double counting) of all Realized Losses and all
Valuation Reduction Amounts, to the extent that amounts in respect thereof have not
previously been distributed to Certificateholders, exceeds 62.5% of the initial
Outstanding Principal Amount of all Class D Certificates and the Maximum Series Amount of
any Class D-R Certificates then Outstanding, unless the initial rating on all Rated
Certificates is confirmed in writing by the Rating Agency upon (i) the initial triggering
of such condition and (ii) at any time thereafter that a Loan is delinquent thirty (30)
days or more;


                   
(e)          any portion of the interest accrued
on any Rated Certificate (computed without regard to any Maximum Interest Rate provided
for in the applicable Supplement) remains unpaid 5 days after the Payment Date such
interest was first scheduled to be paid; 


                   
(f)          the failure of any Rated Certificates
of any Revolving Series to be paid in full by their Scheduled Maturity, or the failure of
any Rated Certificates of any Term Series to be paid in full by the Series Termination
Date, in either case for any reason other than a breach by the Holders of such
Certificates of their obligations under the applicable Certificate Purchase Agreement, and
continuance of such failure for a period of sixty (60) days thereafter;


                   
(g) at any time the amount equal to the Loan Balances of all Defaulted Loans minus all
Adjustment Amounts with respect to all Defaulted Loans exceeds the amount equal to 7.50%
of the sum of the initial Loan Balances of all Loans transferred by the Company to the
Depositor under the Loan Acquisition Agreement and not repurchased or replaced by
substitution;


                   
(h) the cumulative amount of Realized Losses exceeds (i) prior to the first anniversary of
the initial Funding Date, 2.0% of the sum of the initial Loan Balances of all loans
transferred by the Company to the Depositor under the Loan Acquisition Agreement prior to
such date and not replaced by substitution, or (ii) at any time following the first
anniversary of the initial Funding Date, 3.0% of the sum of the initial Loan Balances of
all loans transferred by the Company to the Depositor under the Loan Acquisition Agreement
prior to such date and not replaced by substitution;


                   
(i)         the Coverage Ratio applicable to Loans
comprising 10% or more of the Pool Balance is less than 1.10:1.00 and such Loans are not
current with respect to their Scheduled Payments; or


                   
(j)         following the delivery of a Servicing
Advisor Termination Notice with respect to the initial Servicing Advisor or the
resignation of the initial Servicing Advisor, (i) the Depositor shall have failed to
appoint a successor Servicing Advisor within the time period provided, and otherwise in
accordance with the provisions of, the Servicing Agreement or (ii) the Special Servicer
shall have not provided to the Certificateholder Agent in writing two (2) qualified
successor Servicing Advisor candidates.



                   
Section 6.02 Remedies6.02 Remedies.



                   
(a) If a Depositor Event of Default shall have occurred and be continuing, the Trustee
may, at the direction of the Controlling Holders, do one or more of the following:


                               
(i) to the extent that such Depositor Event of Default has interfered with the collection
of any payments or the making of distributions hereunder, institute Proceedings for the
collection of all amounts then due and payable on the Certificates or under this Agreement
and enforce any judgment obtained;


                               
(ii) exercise any remedies available at law, in equity, or by statute, including under the
UCC, and take any other appropriate action to protect and enforce the rights and remedies
of the Trustee and the Holders of the Certificates under the Transaction Documents; and


                               
(iii) direct the Trustee, the Servicer or the Special Servicer to sell or otherwise
liquidate the Trust Estate, in whole or in any number of parts, in one or more
transactions from time to time, in any commercially reasonable manner approved by the
Controlling Holders; provided that, in connection with any such sale or other
liquidation, the Person conducting such sale or other liquidation shall provide the
Directing Holders and the Rating Agencies with ten (10) days prior written notice thereof.


                   
(b) Upon the occurrence and during the continuation of any Depositor Event of Default, the
Controlling Holders may deliver a Termination Notice to any or all of the Servicer, the
Special Servicer or the Servicing Advisor.


                   
(c) Any amounts realized by the Trustee, the Servicer or the Special Servicer in
accordance with this Section 6.02 shall be deposited into the Collection Account within
two (2) Business Days following the receipt thereof and treated as Collections for
distribution on the next Payment Date.


 



ARTICLE SEVEN


THE TRUSTEEARTICLE SEVEN 


                   
Section 7.01 Certain Duties and Responsibilities



                   
(a) Except during the continuance of a Default known to the Trustee as provided in
subsection (e) below:



  
                       
    (i) the Trustee undertakes to perform such duties and only such duties as are specifically
    set forth in any of the Transaction Documents to which it is a party and no implied
    covenants or obligations shall be read into this Agreement against the Trustee; and

                       
    (ii) in the absence of bad faith or negligence on its part, the Trustee may conclusively
    rely as to the truth of the statements and the correctness of the opinions expressed
    therein, upon certificates or opinions furnished to the Trustee and conforming to the
    requirements of this Agreement; but in the case of any such certificates or opinions,
    which by any provision hereof are specifically required to be furnished to the Trustee,
    the Trustee shall be under a duty to examine the same and to determine whether or not they
    conform to the requirements of this Agreement.

  




                   
(b) If a Default known to the Trustee as provided in subsection (e) below has occurred and
is continuing, the Trustee shall exercise such of the rights and powers vested in it by
this Agreement, and shall use the same degree of care and skill in its exercise, as a
reasonable person would exercise or use under the circumstances in the conduct of his or
her own affairs.


                   
(c) No provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its own
willful misconduct or bad faith, except that:



  
                       
    (i) this subsection (c) shall not be construed to limit the effect of subsection (a) of
    this Section;

                       
    (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
    Responsible Officer of the Trustee, unless it shall be proved that the Trustee was
    negligent in ascertaining the pertinent facts;

                       
    (iii) the Trustee shall not be liable with respect to any action taken or omitted to be
    taken by it in good faith in accordance with the direction of the Controlling Holders (or
    other such percentage as may be required by the terms hereof) in accordance with Section
    6.02 relating to the time, method and place of conducting any Proceeding for any remedy
    available to the Trustee, or exercising any trust or power conferred upon the Trustee,
    under this Agreement, the Loan Acquisition Agreement or the Servicing Agreement; and

                       
    (iv) no provision of this Agreement shall require the Trustee to expend or risk its own
    funds or otherwise incur any financial liability in the performance of any of its duties
    hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
    grounds for believing that repayment of such funds or adequate indemnity against such risk
    or liability is not reasonably assured to it, provided that nothing contained in
    this Agreement shall excuse the Trustee for failure to perform its duties as Trustee under
    this Agreement.

  




                   
(d) Whether or not therein expressly so provided, every provision of this Agreement
relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 7.01.


                   
(e) For all purposes under this Agreement, the Trustee shall not be deemed to have notice
of any Default, Servicer Event of Default, Depositor Event of Default or of the failure of
any Pool Performance Condition unless a Responsible Officer assigned to and working in the
Trustee's corporate trust department has actual knowledge thereof or unless written notice
of any event which is in fact such a Default or failure of a Pool Performance Condition is
received by the Trustee at the Corporate Trust Office, and such notice references any of
the Certificates generally, the Depositor, the Trust Estate or this Agreement.


                   
(f)          The Trustee shall be under no
obligation to institute any suit, or to take any remedial proceeding under this Agreement,
or to enter any appearance or in any way defend in any suit in which it may be made
defendant, or to take any steps in the execution of the trusts hereby created or in the
enforcement of any rights and powers hereunder until it shall be indemnified to its
satisfaction against any and all costs and expenses, outlays and counsel fees and other
reasonable disbursements and against all liability, except liability that is adjudicated,
in connection with any action so taken.


                   
(g) Notwithstanding anything to the contrary contained herein, the provisions of
subsections (e) and(f) of this Section 7.01 shall be subject to the provisions of
subsections (a) through (c), inclusive, of this Section 7.01.


                   
(h) The Trustee shall provide the reports and accountings as required pursuant to Section
5.04.



                   
Section 7.02 Notice of Default and Other Events



                   
Within one (1) Business Day after the Trustee has notice (within the meaning of Section
7.01(e)) of any Default or Funding Termination Event, the Trustee shall transmit by
telephonic or telegraphic communication confirmed by mail to all Holders, as their names
and addresses appear on the Certificate Register, notice of such Default or Funding
Termination Event, unless such event shall have been promptly cured or waived in
accordance with this Agreement.



                   
Section 7.03 Certain Rights of Trustee



                   
Except as otherwise provided in Section 7.01:


                   
(a) the Trustee may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note or other obligation, paper or document believed by
it to be genuine and to have been signed or presented by the proper party or parties;


                   
(b) any request or direction of the Depositor mentioned herein shall be sufficiently
evidenced by a Depositor Request or Depositor Order and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;


                   
(c) whenever in the administration of this Agreement the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting any action
hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, rely upon an Officer's Certificate;


                   
(d) the Trustee may consult with counsel and the written advice of such counsel selected
by the Trustee with due care or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;


                   
(e) the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement at the request or direction of any of the
Certificateholders pursuant to this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or direction;


                   
(f) unless so directed by the Controlling Holders and if the requirements of clause (e)
above have been satisfied, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to examine
the books, records and premises of the Depositor, upon reasonable notice and at reasonable
times personally or by agent or attorney; and


                   
(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys.



                   
Section 7.04 Not Responsible for Recitals or Issuance of Certificates



                   
(a) The recitals contained in this Agreement and in the Certificates, except the
certificates of authentication on the Certificates, shall be taken as the statements of
the Depositor, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or condition of the Trust Estate or
any part thereof, or as to the title of the Depositor thereto, or as to the security
afforded thereby or hereby, or as to the validity or genuineness of any securities at any
time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency
of this Agreement as against any other party or any of the Certificates. The Trustee shall
not be accountable for the use or application by the Depositor of any of the Certificates
or the proceeds thereof or of any money paid to the Depositor or upon Depositor Order
under any provisions hereof.


                   
(b) Except as otherwise expressly provided herein and in Section 7.15 and without limiting
the generality of the foregoing, the Trustee shall have no responsibility or liability for
or with respect to the validity of any Loan Collateral or Loan, the perfection of any
security interest (whether as of the date hereof or at any future time), the maintenance
of or the taking of any action to maintain such perfection, the validity of the assignment
of any portion of the Trust Estate to the Trustee or of any intervening assignment, the
review of any Loan (it being understood that the Trustee has not reviewed and does not
intend to review the substance or form of any such Loan), the performance or enforcement
of any Loan, the compliance by the Depositor or the Servicer with any covenant or the
breach by the Depositor or the Servicer of any warranty or representation made hereunder
or in any related document or the accuracy of any such warranty or representation, any
investment of monies in the Collection Account or any loss resulting therefrom, the acts
or omissions of the Depositor, the Servicer, or any Obligor, any action of the Servicer
taken in the name of the Trustee, or the validity as against any other party of the
Servicing Agreement or the Loan Acquisition Agreement.


                   
(c) Except as otherwise expressly provided herein, the Trustee shall not have any
obligation or liability under any Loan by reason of or arising out of this Agreement or
the assignment of such Loan hereunder or the receipt by the Trustee of any payment
relating to any Loan pursuant hereto, nor shall the Trustee be required or obligated in
any manner to perform or fulfill any of the obligations of the Depositor under or pursuant
to any Loan, or to make any payment, or to make any inquiry as to the nature or the
sufficiency of any payment received by it, or the sufficiency of any performance by any
party, under any Loan.



                   
Section 7.05 May Hold Certificates



                   
The Trustee, the Servicer, any Paying Agent, the Certificate Registrar or any other agent
of the Depositor, in its individual or any other capacity, may become the owner or pledgee
of Certificates, and if operative, may otherwise deal with the Depositor with the same
rights it would have if it were not Trustee, Servicer, Paying Agent, Certificate Registrar
or such other agent.



                   
Section 7.06 Money Held in Trust



                   
Money and investments held in trust by the Trustee or any Paying Agent hereunder shall be
held in one or more trust accounts hereunder but need not be segregated from other funds
except to the extent required in this Agreement or required by law. The Trustee or any
Paying Agent shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Depositor or otherwise specifically provided
in this Agreement.



                   
Section 7.07 Compensation and Reimbursement



                   
The Trustee shall be paid, from the Trust Estate, a fee for all services rendered by it
hereunder as Trustee, in the amount of the Trustee Fee (which compensation shall not
otherwise be limited by any provision of law in regard to the compensation of a trustee of
an express trust) payable in accordance with Section 5.01(f) and the definition of
"Trustee Fee" contained herein; provided that upon the termination of the
Trust or the resignation or removal of the Trustee, the Trustee shall return to the
Servicer a sum equal to $615 times the number of months that have elapsed since the last
anniversary of the initial Funding Date. In addition, the Trustee shall be reimbursed,
from the Trust Estate, for all expenses (including attorneys fees) reasonably incurred by
it in connection with its administration of the Trust. The Trustee shall not be entitled
to any other or additional compensation or reimbursement, except as expressly provided in
Section 8.02(q) hereof.



                   
Section 7.08 Corporate Trustee Required; Eligibility



                   
There shall at all times be a trustee hereunder which shall be a corporation or
association organized and doing business under the laws of the United States of America or
of any state, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $100,000,000 (or a lesser amount with the
approval of the Rating Agency and the Controlling Holders), subject to supervision or
examination by Federal or state authority and having an office within the United States of
America, and which shall have a commercial paper or other short-term rating of the highest
short term rating categories by the Rating Agency, or otherwise acceptable to the Rating
Agency and the Controlling Holders. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in this
Article.



                   
Section 7.09 Resignation and Removal; Appointment of Successor



                   
(a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section 7.10.


                   
(b) The Trustee may resign at any time by giving thirty (30) days written notice thereof
to the Depositor and each Certificateholder. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within thirty (30) days after the
giving of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and may prescribe, appoint a
successor Trustee.


                   
(c) The Trustee may be removed by (i) the Depositor with (A) with the consent of the
Controlling Holders, or (ii) upon written notice from the Rating Agency that failure to
remove the Trustee will result in a downgrade of any Rated Certificates or by the
Controlling Holders so long as removal of the Trustee will not result in a downgrade of
any Rated Certificates, at any time if one of the following events have occurred:



  
                       
    (i) the Trustee shall cease to be eligible under Section 7.08 and shall fail to resign
    after written request therefor by the Depositor or by any Certificateholder, or

                       
    (ii) the Trustee shall become incapable of acting or shall be the subject of a bankruptcy
    or insolvency proceeding or a receiver of the Trustee or of its property shall be
    appointed or any public officer shall take charge or control of the Trustee or of its
    property or affairs for the purpose of rehabilitation, conservation or liquidation, or

                       
    (iii) the Trustee has failed to perform its duties in this Agreement or has breached any
    representation of warranty made in this Agreement, in either case, in any material
    respect.

  




                   
(d) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of the Trustee for any cause with respect to any of the
Certificates, the Depositor by a Board Resolution, shall promptly appoint a successor
Trustee satisfactory to the Controlling Holders and subject to confirmation by the Rating
Agency of no downgrade of the Rated Certificates. If no successor Trustee shall have been
so appointed by the Depositor within thirty (30) days, then the Controlling Holders may
petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Certificates.


                   
(e) The Depositor shall give notice in the manner provided in Section 11.03 and 11.04 of
each resignation and each removal of the Trustee and each appointment of a successor
Trustee with respect to the Certificates to the Certificateholders, the Certificateholder
Agent and the Rating Agency. Each notice shall include the name of the successor Trustee
and the address of its Corporate Trust Office.



                   
Section 7.10 Acceptance of Appointment by Successor



                   
Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the
Depositor, the Certificateholders and the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring Trustee but,
on request of the Depositor or the successor Trustee, such retiring Trustee shall, upon
payment of its reasonable out-of-pocket costs and expenses, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder. Upon request of any such
successor Trustee, the Depositor shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights, powers and
trusts.


                   
No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be eligible under this Article.



                   
Section 7.11 Merger, Conversion, Consolidation or Succession to Business of Trustee



                   
Any Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided that such Person shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, and notice thereof shall be provided by the Trustee to
the Certificateholders and the Rating Agency. In case any Certificates have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Certificates so authenticated with the same effect as if such successor
Trustee had itself authenticated such Certificates.



                   
Section 7.12 Co-Trustees and Separate Trustees



                   
At any time or times, for the purpose of meeting the legal requirements of any
jurisdiction in which any of the Trust Estate may at the time be located, the Depositor
and the Trustee shall have power to appoint, and, upon the written request of the Trustee
and the Holders representing at least 25% in Outstanding Principal Amount of all
Certificates, the Depositor shall for such purpose join with the Trustee in the execution,
delivery and performance of all instruments and agreements necessary or proper to appoint
one or more Persons approved by the Trustee and meeting the requirements of
Section 7.08, either to act as co-Trustee, jointly with the Trustee of all or any
part of such Trust Estate, or to act as separate Trustee of any such property, in either
case with such powers as may be provided in the instrument of appointment, and to vest in
such Person or persons in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section. If the
Depositor does not join in such appointment within fifteen (15) days after the receipt by
it of a request so to do, or in case a Depositor Event of Default has occurred and is
continuing, the Trustee alone shall have power to make such appointment.


                   
Every co-Trustee or separate Trustee shall, to the extent permitted by law, but to such
extent only, be appointed subject to the following terms:


                   
(a) the Certificates shall be authenticated and delivered by, and all rights, powers,
duties and obligations under this Agreement in respect of the custody of securities, cash
and other personal property held by, or required to be deposited or pledged with, the
Trustee under this Agreement, shall be exercised solely by the Trustee;


                   
(b) the rights, powers, duties and obligations conferred or imposed upon the Trustee by
this Agreement in respect of any property covered by such appointment shall be conferred
or imposed upon and exercised or performed by the Trustee or by the Trustee and such
co-Trustee or separate Trustee jointly, as shall be provided in the instrument appointing
such co-Trustee or separate Trustee, except to the extent that under any law of any
jurisdiction in which any particular act is to be performed, the Trustee shall be
incompetent or unqualified to perform such act, in which event such rights, powers, duties
and obligations shall be exercised and performed by such co-Trustee or separate Trustee;


                   
(c) the Trustee at any time, by an instrument in writing executed by it, with the
concurrence of the Depositor evidenced by a Board Resolution, may accept the resignation
of or remove any co-Trustee or separate Trustee, appointed under this Section, and, in
case a Depositor Event of Default has occurred and is continuing, the Trustee shall have
power to accept the resignation of, or remove, any such co-Trustee or separate Trustee
without the concurrence of the Depositor. Upon the written request of the Trustee, the
Depositor shall join with the Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such resignation or removal.
A successor to any co-Trustee or separate Trustee that has so resigned or been removed may
be appointed in the manner provided in this Section;


                   
(d) no co-Trustee or separate Trustee hereunder shall be personally liable by reason of
any act or omission of the Trustee or any other such Trustee hereunder nor shall the
Trustee be liable by reason of any act or omission of any co-Trustee or separate Trustee
selected by the Trustee with due care or appointed in accordance with directions to the
Trustee pursuant to Section 6.02; and


                   
(e) any Act of Certificateholders delivered to the Trustee shall be deemed to have been
delivered to each such co-Trustee and separate Trustee.



                   
Section 7.13 Rights with Respect to the Servicer



                   
The Trustee's rights and obligations with respect to the Servicer and the Special Servicer
shall be governed by the Servicing Agreement.



                   
Section 7.14 Trustee to Hold Loans



                   
The Trustee hereby acknowledges receipt of the Loans and related Loan Files (subject to
any exceptions as may be noted by the Trustee to the Depositor, the Servicer and the
Certificateholder Agent within two (2) Business Days of receipt thereof) and shall hold
each Loan together with any documents relating thereto that may from time to time be
delivered to the Trustee, until such time as such Loan is released from the Trust Estate
pursuant to the terms of this Agreement.


                   
Except as provided in Section 4.06, the Trustee shall be under no duty or obligation to
inspect, review or examine the Loans, related Loan Files, and other documents to determine
that the same are genuine, enforceable or appropriate for the represented purpose or that
they have actually been recorded or that they are other than what they purport to be on
their face.



                   
Section 7.15 Unclaimed Monies Held for Certificate Payments



                   
If there is any Paying Agent other than the Trustee, the Depositor will cause each Paying
Agent other than the Trustee to execute and deliver to the Trustee and the
Certificateholder Agent an instrument in which such Paying Agent shall agree with the
Trustee and the Certificateholder Agent that, subject to the provisions of this Section,
such Paying Agent will:


                   
(a) hold all sums held by it for the payment of principal or interest on Certificates in
trust for the benefit of the Certificateholders entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;


                   
(b) give the Trustee, the Certificateholder Agent and the Certificateholders notice of any
Default by the Depositor (or any other obligor upon the Certificates) in the making of any
payment of principal or interest; and


                   
(c) at any time during the continuance of any such Default, upon the written request of
the Trustee and the Certificateholder Agent forthwith pay to the Trustee all sums so held
in trust by such Paying Agent.


                   
The Depositor may at any time, for the purpose of obtaining the satisfaction and discharge
of this Agreement or for any other purpose, pay, or by Depositor Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by such Paying Agent, such sums to be
held by the Trustee upon the same trusts as those upon which such sums were held by such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money.



                   
Section 7.16 Swap Agreements



                   
The Trustee is hereby directed to executed, on behalf of the Trust, the Swap Agreement
entered into connection with the Initial Delivery Date. Such Swap Agreement shall not be
amended or modified without the consent of the Depositor and the Controlling Holders, with
notice to the Rating Agency. The Trustee shall be authorized to enter into any subsequent
Swap Agreement upon receipt of a Depositor Order to such effect, which Depositor Order has
been approved by the Controlling Holders, as evidenced by the countersignature of the
Certificateholder Agent.


 


 


 



ARTICLE EIGHT


REPRESENTATIONS, WARRANTIES AND COVENANTS


                   
Section 8.01 Representations and Warranties of the Depositor



                   
The Depositor hereby makes the following representations and warranties for the benefit of
the Trustee and the Certificateholders on which the Trustee relies in accepting the Trust
Estate in trust and in authenticating the Certificates and on which the Certificateholders
rely in acquiring their Certificates. Such representations and warranties are made as of
the Initial Delivery Date and, except as specifically provided herein, each additional
Delivery Date, and shall survive the transfer, conveyance and assignment of the Trust
Estate to the Trustee.


                   
(a) The Depositor is a corporation duly organized, validly existing and in good standing
under the law of the State of Delaware and each other State where the nature of its
business requires it to qualify, except to the extent that the failure to so qualify would
not in the aggregate materially adversely affect the ability of the Depositor to perform
its obligations under the Transaction Documents or otherwise materially adversely affect
the interests of the Certificateholders, as Certificateholders, under the Transaction
Documents.


                   
(b) The Depositor has the power, authority and legal right to execute, deliver and perform
under the terms of the Transaction Documents and the execution, delivery and performance
of the Transaction Documents have been duly authorized by the Depositor by all necessary
corporate action.


               
`     (c) Each of (i) this Agreement, assuming due authorization, execution
and delivery by the Trustee and the Servicer, (ii) the Servicing Agreement, assuming due
authorization, execution and delivery by the Servicer, the Special Servicer, the Servicing
Advisor and the Trustee, (iii) the applicable Certificate Purchase Agreement, assuming due
authorization, execution and delivery by the purchaser(s) named therein, (iv) the
Loan Acquisition Agreement, assuming due authorization, execution and delivery by the
Company, constitutes a legal, valid and binding obligation of the Depositor, enforceable
against the Depositor in accordance with its terms except that (A) such enforcement may be
subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws
(whether statutory, regulatory or decisional) now or hereafter in effect relating to
creditors' rights generally and (B) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to certain equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought, whether a
proceeding at law or in equity.


                   
(d) The consummation of the transactions contemplated by the fulfillment of the terms of
the Transaction Documents to which the Depositor is a party will not conflict with, result
in any breach of any of the terms and provisions of or constitute (with or without notice,
lapse of time or both) a default under the organizational documents or bylaws of the
Depositor, or any indenture, agreement, mortgage, deed of trust or other instrument to
which the Depositor is a party or by which it is bound, or in the creation or imposition
of any Lien upon any of its properties pursuant to the terms of such indenture, agreement,
mortgage, deed of trust or other such instrument, other than any Lien created or imposed
pursuant to the terms of such Transaction Documents, or violate any law, or any order,
rule or regulation applicable to the Depositor of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or any of its properties.


                   
(e) There are no Proceedings or investigations to which the Depositor, or any of the
Depositor's Affiliates, is a party pending, or, to the knowledge of Depositor, threatened,
before any court, regulatory body, administrative agency or other tribunal or governmental
instrumentality (A) asserting the invalidity of the Transaction Documents, (B) seeking to
prevent the issuance of any of the Certificates or the consummation of any of the
transactions contemplated by the Transaction Documents or (C) seeking any
determination or ruling that would materially and adversely affect the performance by the
Depositor of its obligations under, or the validity or enforceability of, the Transaction
Documents or materially adversely affect the interests of the Certificateholders, as
Certificateholders, under the Transaction Documents.


                   
(f)         All approvals, authorizations, consents,
orders or other actions of any Person, or of any court, governmental agency or body or
official, required in connection with the execution and delivery of the Transaction
Documents and with the valid and proper authorization, issuance and sale of the
Certificates pursuant to this Agreement (except approvals of state securities officials
under the Blue Sky Laws), have been or will be taken or obtained on or prior to the
applicable Delivery Date.


                   
(g) As of the Initial Delivery Date, the Depositor's principal place of business and chief
executive office is located at 1700 Montgomery Street, Suite 250B, San Francisco,
California 94111 and the Depositor has done business only under the name Allegiance
Funding Corp. I.


                   
(h) The Depositor hereby restates and makes each of the representations and warranties
with respect to the Loans and the related Loan Collateral that are made by the Company in
Section 3.01(a) and (b) of the Loan Acquisition Agreement as of the date on which
such representations and warranties were made with references to the Company therein
deemed to refer to the Depositor, as the context requires.


                   
(i)          The Depositor is not an
"investment company" as such term is defined in the Investment Company Act of
1940, as amended.


                   
(j)         There has been no material adverse change
in the financial condition of the Depositor since April 28, 1998 and all information
concerning the Depositor furnished by the Depositor to the Certificateholder Agent, any
Certificateholder, the Trustee or the Rating Agency in connection with the Transaction
Documents or any transaction contemplated thereby is true and accurate in all material
respects or based on reasonable estimates (but, if based on estimates, shall be identified
as so based) on the date as of which such information is stated or certified, as
applicable, and no such information contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements contained herein
or therein, in light of the circumstances under which such statements were made and taken
as a whole, not misleading; provided that, to the extent that the representations
and warranties of the Depositor contained in this subsection (j) relate to any such
information that was not prepared by the Depositor or any of its Affiliates, then such
representations and warranties are made by the Depositor solely to the best of its
knowledge. As used in this clause, "information" does not include casual oral
conversations or informal oral statements of opinions on which it would be unreasonable to
rely.



                   
Section 8.02 Covenants of the Depositor



                   
The Depositor hereby makes the following covenants for the benefit of the Trustee and the
Certificateholders, on which the Trustee relies in accepting the Trust Estate in trust and
in authenticating the Certificates and the Certificateholders rely in acquiring their
Certificates. Such covenants shall survive the transfer, conveyance and assignment of the
Trust Estate to the Trustee.


                   
(a) Except for the conveyances and assignment hereunder, the Depositor will not sell,
pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer
to exist any Lien on the Trust Estate now existing or hereafter created, or any interest
therein prior to the termination of this Agreement pursuant to Section 10.01; the
Depositor will notify the Trustee of the existence of any Lien on the Trust Estate
immediately upon discovery thereof; and the Depositor shall defend the right, title and
interest of the Trustee in, to and under the Trust Estate now existing or hereafter
created, against all claims of third parties claiming through or under the Depositor; provided
that nothing in this Section 8.02(a) shall prevent or be deemed to prohibit the Depositor
from suffering to exist upon any of the Loan Collateral any Liens permitted under the
terms of the related Loan.


                   
(b) The Depositor agrees to hold in trust and promptly pay to the Servicer any amounts
received by the Depositor in respect of the Trust Estate (other than amounts distributed
to or for the benefit of the Depositor pursuant to Article Five).


                   
(c) The Depositor will duly fulfill all obligations on its part to be fulfilled under or
in connection with each Loan and will do nothing to impair the rights of the Trustee (for
the benefit of the Certificateholders) in the Loans and the related Loan Collateral.


                   
(d) The Depositor will comply, in all material respects, with all acts, rules,
regulations, orders, decrees and directions of any governmental authority applicable to
the Loans or the Loan Collateral or the Depositor.


                   
(e) The Depositor shall execute and file such continuation statements and any other
documents and take such other actions that may be required by law to fully preserve and
protect the interest of the Trustee (for the benefit of the Certificateholders) in the
Trust Estate.


                   
(f)         The Depositor will not, without providing
thirty (30) days notice to the Trustee and the Certificateholder Agent and without filing
such amendments to any previously filed financing statements as the Trustee may require or
as may be required in order to maintain the Trustee's perfected security interest in the
Trust Estate, (a) change the location of its principal executive office, or
(b) change its name, identity or corporate structure in any manner which would make
any financing statement or continuation statement filed by the Depositor in accordance
with the Servicing Agreement or this Agreement seriously misleading within the meaning of
Article 9-402(7) of any applicable enactment of the UCC.


                   
(g) The Depositor will make, execute or endorse, acknowledge, and file or deliver to the
Trustee from time to time such schedules, confirmatory assignments, conveyances, transfer
endorsements, powers of attorney, certificates, reports and other assurances or
instruments and take such further steps relating to the Trust Estate, as the Trustee may
request and reasonably require.


                   
(h) The Depositor shall notify the Trustee promptly after becoming aware of any Lien on
any Trust Estate, except for any Liens on Loan Collateral for municipal or other local
taxes if such taxes shall not at the time be due or payable without penalty or if the
Depositor or the related Obligor shall currently be contesting the validity thereof in
good faith by appropriate proceedings and the Depositor shall have set aside on its books
adequate reserves with respect thereto.


                   
(i)         The Depositor (a) shall engage in only (1)
the acquisition, ownership, leasing, selling and pledging of the property acquired by the
Depositor pursuant to the Loan Acquisition Agreement, and causing the issuance of,
receiving and selling the Certificates issued pursuant to this Agreement and (2) the
exercise of any powers permitted to corporations under the corporate law of the State of
Delaware which are incidental to the foregoing or necessary to accomplish the foregoing
and the Depositor shall incur no debt other than trade payables and expense accruals in
connection with its operations in the normal course of business, and other than as
contemplated by the Transaction Documents; (b) will (1) maintain its books, records
and cash management accounts separate from the books and records of any other entity and
in accordance with generally accepted accounting principles, (2) maintain separate bank
accounts and shall not commingle its funds with those of any other entity, (3) keep in
full effect its existence, rights and franchises as a corporation under the laws of its
State of incorporation, and will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, (4) observe
all corporate procedures required by its Certificate of Incorporation, its bylaws and the
laws of the State of Delaware, (5) maintain its good standing under the laws of the State
of Delaware, (6) keep correct and complete books and records of account and minutes of
meeting and other proceedings of its Board of Directors and shareholder meetings, (7)
obtain proper authorization from its directors or shareholders, as appropriate, and act
solely in its corporate name and through its duly authorized officers and agents in the
conduct of its business, (8) disclose in its financial statements that the Loan Assets
have been sold and assigned to the Depositor and from the Depositor to the Trust and that
the assets of the Depositor are not available to pay the creditors of the Company, (9)
maintain a separate telephone number and stationery reflecting a separate address and
identity from that of the Company; and (c) will not (1) dissolve or liquidate in whole or
in part, (2) own any subsidiary or lend or advance any moneys to, or make an investment
in, any Person, (3) make any capital expenditures, (4)(A) commence any case, proceeding or
other action under any existing or future bankruptcy, insolvency or similar law seeking to
have an order for relief entered with respect to it, or seeking reorganization,
arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief
with respect to it or its debts, (B) seek appointment of a receiver, trustee, custodian or
other similar official for it or any part of its assets, (C) make a general assignment for
the benefit of creditors, or (D) take any action in furtherance of, or consenting or
acquiescing in, any of the foregoing, (5) guarantee (directly or indirectly), endorse or
otherwise become contingently liable (directly or indirectly) for the obligations of, or
own or purchase any stock, obligations or securities of or any other interest in, or make
any capital contribution to, any other Person, (6) merge or consolidate with any other
Person, (7) engage in any other action that bears on whether the separate legal identity
of the Depositor will be respected, including (A) holding itself out as being liable for
the debts of any other party or (B) acting other than in its corporate name and through
its duly authorized officers or agents, or (8) create, incur, assume, or in any manner
become liable in respect of any indebtedness other than as contemplated by the Transaction
Documents and other than trade payables and expense accruals incurred in the ordinary
course of business and which are incidental to its business purpose; provided that
the Depositor may take any action prohibited by this clause (8) if (y) the Depositor shall
cause, prior to the taking of such action, an Opinion of Counsel experienced in federal
bankruptcy matters, in substance satisfactory to the Trustee, the Certificateholders and
the Rating Agency confirming the non-consolidation of the Depositor and the Company, to be
delivered to the Trustee, the Certificateholders and the Rating Agency, (z) the Rating
Agency shall indicate in writing that the taking of such action will not affect the then
current rating of any Series of Certificates. The Depositor shall not amend any article in
its Certificate of Incorporation that deals with any matter discussed above without the
prior written consent of the Controlling Holders. On or before April 15 of each year, so
long as any of the Certificates are Outstanding, the Depositor shall furnish to each
Certificateholder and the Trustee, an Officer's Certificate confirming that the Depositor
has complied with its obligations under this Section 8.02(i).


                   
(j)         The Depositor agrees that at all times, at
least one (1) of the directors and one (1) of the executive officers of the Depositor (or
two (2) persons, one of whom is serving as both a director and an executive officer) will
not be a director, officer or employee of any direct or ultimate parent, or Affiliate of
the parent or of the Depositor; provided that such independent directors and
officers may serve in similar capacities for other "special purpose
corporations" formed by the Company and its Affiliates. The Depositor's Certificate
of Incorporation shall at all times provide that such independent directors shall have a
fiduciary duty to the Holders of the Certificates and will always require unanimous
consent of the Board of Directors to file any bankruptcy petition.


                   
(k) The Depositor shall comply with Section 2.11 of this Agreement at all times and its
financial and tax records shall reflect such tax treatment.


                   
(l)          The Depositor will maintain an office
or agency within the United States of America where notices and demand to or upon the
Depositor in respect of the Certificates and this Agreement may be served. The Depositor
hereby initially appoints the Trustee as the Paying Agent and its Corporate Trust Office
as the office for each of said purposes. The Depositor will give thirty (30) days prior
written notice to the Trustee and the Certificateholders of any change in the identity of
the Paying Agent or the location of any such office or agency. If at any time the
Depositor shall fail to maintain any such office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may
be made or served to the Trustee, and the Depositor hereby appoints the Trustee its agent
to receive all such presentations, surrenders, notices and demands.


                   
(m) The Depositor will take all actions, and diligently pursue all remedies available to
it, in any case, to the extent necessary or reasonably prudent and to the extent
commercially reasonable, to enforce the obligations of the Servicer under the Servicing
Agreement and the Company under the Loan Acquisition Agreement and to secure the
Depositor's rights under such agreements.


                   
(n) The proceeds from the sale of the Certificates will be used by the Depositor (i) to
pay the Existing Indebtedness, if any, and to otherwise make the payments required under
the terms of the Loan Acquisition Agreement; (ii) to pay the expenses associated with this
transaction and (iii) for general corporate purposes, including the cost of funding
additional Loans. None of the transactions contemplated in the Transaction Documents
(including the use of the proceeds from the sale of the Certificates) will result in a
violation of Section 7 of the Securities and Exchange Act of 1934, as amended, or any
regulations issued pursuant thereto, including Regulations T, U and X of the Board of
Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Depositor does not own
or intend to carry or purchase any "margin security" within the meaning of said
Regulation G, including margin securities originally issued by it or any "margin
stock" within the meaning of said Regulation U.


                   
(o) The Depositor shall not consolidate with or merge into any other Person or convey or
transfer its properties and assets substantially as an entirety to any Person, without the
consent of the Controlling Holders.


                   
(p) Upon any consolidation or merger, or any conveyance or transfer of the properties and
assets of the Depositor in accordance with Section 8.02(o) hereof, the Person formed by or
surviving such consolidation or merger (if other than the Depositor) or the Person to
which such conveyance or transfer is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Depositor under this Agreement with the same
effect as if such Person had been named as the Depositor herein upon the execution of an
assignment and assumption agreement by such Person. In the event of any such conveyance or
transfer, the Person named as the "Depositor" in the first paragraph of this
Agreement or any successor which shall theretofore have become such in the manner
prescribed in this Article shall be released from its liabilities and its obligations
under this Agreement and may be dissolved, wound-up and liquidated at any time thereafter.


                   
(q) The Depositor shall indemnify and hold harmless the Trustee, the Certificateholders
and the Certificateholder Agent from and against any loss, liability, expense, damage or
injury (other than any loss attributable to a Certificateholder's investment in any of the
Certificates) sustained or suffered by them by reason of any acts, omissions or alleged
acts or omissions (i) by the Depositor in the performance of its obligations under the
Transaction Documents (including any violation of any applicable laws by the Depositor as
a result of the transactions contemplated by this Agreement), (ii) arising out of the
activities of the Trust, or (iii) arising out of the activities of any of them with
respect to the Trust, including enforcement of rights and remedies against the Depositor
under the Transaction Documents and any judgment, award, settlement, reasonable attorneys'
fees and other expenses reasonably incurred in connection with the defense of any actual
or threatened action, proceeding or claim; provided that the Depositor shall not
indemnify the Trustee, the Certificateholders or the Certificateholder Agent if such loss,
liability, expense, damage or injury is due to the such Person=s gross negligence, willful
misconduct, willful misfeasance or bad faith in the performance of its rights or duties
hereunder. Any indemnification pursuant to this Section shall only be payable from the
assets of the Depositor and shall not be payable from the assets of the Trust Estate
except as otherwise provided in the Transaction Documents. The provisions of this
indemnity shall survive the termination of this Agreement.


 



                   
Section 8.03 Other Matters as to the Depositor



                   
(a) Except as provided in subsection (b) of this Section and elsewhere in this Agreement,
the directors, officers, or employees of the Depositor shall not be under any personal
liability to the Trust, the Trustee, the Certificateholders, the Servicer, or any other
Person hereunder or pursuant to any documents delivered hereunder, it being expressly
understood that all such liability is expressly waived and released as a condition of, and
as consideration for, the execution of this Agreement and the issuance of the
Certificates, except with respect to liability resulting from such person's fraudulent or
willful misconduct. The Depositor and any director or officer or employee or agent of the
Depositor may rely in good faith on the advice of counsel or on any documents of any kind,
prima facie properly executed and submitted by any Person respecting any matters arising
hereunder.


                   
(b) During the term of this Agreement and for one (1) year and one (1) day after the
termination hereof, none of the parties hereto or any Affiliate thereof will file any
involuntary petition or otherwise institute or cooperate in the institution of any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other
proceeding under any federal or state bankruptcy or similar law against the Depositor or
the Trust.



                   
Section 8.04 Representations and Warranties of the Trustee



                   
The Trustee hereby makes the following representations and warranties for the benefit of
the Depositor and the Certificateholders on which the Certificateholders rely in acquiring
their Certificates. Such representations and warranties are made as of the Initial
Delivery Date and, except as specifically provided herein, each additional Delivery Date,
and shall survive the transfer, conveyance and assignment of the Trust Estate to the
Trustee.


                   
(a) The Trustee is a banking corporation duly organized, validly existing and in good
standing under the law of the State of New York and each other State where the nature
of its business requires it to qualify, except to the extent that the failure to so
qualify would not in the aggregate materially adversely affect the ability of the Trustee
to perform its obligations under the Transaction Documents or otherwise materially
adversely affect the interests of the Certificateholders, as Certificateholders, under the
Transaction Documents.


                   
(b) The Trustee has the power, authority and legal right to execute, deliver and perform
under the terms of the Transaction Documents and the execution, delivery and performance
of the Transaction Documents have been duly authorized by the Trustee by all necessary
corporate action.


                   
(c) Each of (i) this Agreement, assuming due authorization, execution and delivery by the
Servicer and (ii) the Servicing Agreement, assuming due authorization, execution and
delivery by the Depositor, the Servicer, the Special Servicer and the Servicing Advisor,
constitutes a legal, valid and binding obligation of the Trustee, enforceable against the
Trustee in accordance with its terms except that (A) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether
statutory, regulatory or decisional) now or hereafter in effect relating to creditors'
rights generally and (B) the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to certain equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought, whether a proceeding at law
or in equity.


                   
(d) The consummation of the transactions contemplated by the fulfillment of the terms of
the Transaction Documents to which the Trustee is a party will not conflict with, result
in any breach of any of the terms and provisions of or constitute (with or without notice,
lapse of time or both) a default under the organizational documents or bylaws of the
Trustee, or any indenture, agreement, mortgage, deed of trust or other instrument to which
the Trustee is a party or by which it is bound, or in the creation or imposition of any
Lien upon any of its properties pursuant to the terms of such indenture, agreement,
mortgage, deed of trust or other such instrument, other than any Lien created or imposed
pursuant to the terms of such Transaction Documents, or violate any law, or any order,
rule or regulation applicable to the Trustee of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality having
jurisdiction over the Trustee or any of its properties.


                   
(e) There are no Proceedings or investigations to which the Trustee, or any of the
Trustee's Affiliates, is a party pending, or, to the knowledge of Trustee, threatened,
before any court, regulatory body, administrative agency or other tribunal or governmental
instrumentality (A) asserting the invalidity of the Transaction Documents, (B) seeking to
prevent the issuance of any of the Certificates or the consummation of any of the
transactions contemplated by the Transaction Documents or (C) seeking any
determination or ruling that would materially and adversely affect the performance by the
Trustee of its obligations under, or the validity or enforceability of, the Transaction
Documents or otherwise adversely affect the interests of the Certificateholders, as
Certificateholders, under the Transaction Documents.


                   
(f)         All approvals, authorizations, consents,
orders or other actions of any Person, or of any court, governmental agency or body or
official, required as a condition to the execution and delivery by the Trustee of the
Transaction Documents have been or will be taken or obtained on or prior to the applicable
Delivery Date.


 



ARTICLE NINE


AMENDMENTS


                   
Section 9.01 Amendments without Consent of Certificateholders



                   
The Depositor, the Servicer and the Trustee, without the consent of the Holders of any
Certificates, at any time and from time to time, may enter into one or more amendments
hereto, in form satisfactory to the Trustee, for any of the following purposes, provided
that any such amendment, as evidenced by an Opinion of Counsel, will not have a material
adverse affect on the Certificateholders:


                   
(a) to correct or amplify the description of any property at any time included in the
Trust Estate (other than any such correction or amplification that would have the effect
of curing a Default or a breach of any representation, warranty or covenant that would
otherwise require the Company or the Depositor to repurchase or substitute for any Loan),
or to better assure, convey and confirm unto the Trustee any property included or required
to be included in the Trust Estate, or to include in the Trust Estate any additional
property;


                   
(b) to evidence the succession of another Person to the Depositor, and the assumption by
such successor of the covenants of the Depositor herein and in the Certificates, in
accordance with Section 8.02(o);


                   
(c) to add to the covenants of any party hereto, for the benefit of the Holders of all
Certificates or to surrender any right or power herein conferred upon the Depositor;


                   
(d) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee;


                   
(e) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provisions with respect to matters or questions
arising under this Agreement, which shall not be inconsistent with the provisions of this
Agreement; or


                   
(f) to evidence the succession of the Trustee pursuant to Article Seven; provided
that any such amendment does not modify this Agreement in a manner described in paragraphs
(i) through (vii) of Section 9.02(a).


                   
The Trustee is hereby authorized to join in the execution of any such amendment and to
make any further appropriate agreements and stipulations that may be therein contained,
but the Trustee shall not be obligated to enter into any such amendment that affects the
Trustee's own rights, duties, liabilities or immunities under this Agreement or otherwise.


                   
Promptly after the execution by the Depositor, the Servicer and the Trustee of any
amendment pursuant to this Section, the Depositor shall mail to the Rating Agency, the
Certificateholder Agent and each Certificateholder a copy of such amendment.



                   
Section 9.02 Amendments and Modifications to Agreement with Consent of Certificateholders



                   
(a) With the prior written consent of not less than 51% of the Outstanding Principal
Amount of the Holders of each affected Class (or, with respect to any affected Class
during the Funding Period applicable to such Class, of not less than 51% of the Maximum
Series Amount of such Class) of Rated Certificates, by Act of such Holders delivered to
the Depositor and the Trustee, the Depositor, the Servicer and the Trustee may enter into
an amendment or modification of this Agreement for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement or
modifying in any manner the rights of the Holders of the Certificates under this Agreement
(other than as described in Section 9.01); provided that no such amendment shall,
without the consent of the Holders of each Outstanding Certificate affected thereby:



  
                       
    (i) change the Series Termination Date of any Certificate or the Due Date of any
    installment of principal of, or any installment of interest on, any Certificate, or change
    the principal amount thereof or the Certificate Interest Rate or change any place of
    payment where, or the coin or currency in which, any Certificate or the interest thereon
    is payable, or impair the right to institute suit for the enforcement of any such payment;

                       
    (ii) reduce the percentage in Outstanding Principal Amount of Certificates, the consent of
    the Holders of which is required for any such amendment, or the consent of the Holders of
    which is required for any waiver of compliance with certain provisions of this Agreement
    or Events of Default or their consequences;

                       
    (iii) impair or adversely affect the Trust Estate;

                       
    (iv) modify or alter the definition of the term "Outstanding" or
    "Outstanding Principal Amount" or "Controlling Holders";

                       
    (v) modify or alter the provisions of Sections 5.01 or 5.02;

                       
    (vi) modify any of the provisions of this Section 9.02, except to increase the percentage
    of Holders required for any modification or waiver or to provide that certain other
    provisions of this Agreement cannot be modified or waived without the consent of each
    Holder of each Outstanding Certificate affected thereby; or

                       
    (vii) permit the creation of any lien ranking prior to, on a parity with, or subordinate
    to the lien of this Agreement with respect to any part of the Trust Estate or terminate or
    release the lien of this Agreement or any lien created under the Loan Acquisition
    Agreement on any property at any time subject hereto or deprive the Holder of any
    Certificate of the security afforded by the lien of this Agreement or any lien created
    under the Loan Acquisition Agreement.

  




                   
(b) With the prior written consent of the Holders of not less than 66-2/3% in Outstanding
Principal Amount of each Class of each Series of Certificates then in its Funding Period,
by Act of said Holders delivered to the Depositor and the Trustee, the Depositor, the
Servicer and the Trustee may enter into amendments hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of Article
Three or the definitions used therein, provided that any such amendment does not
modify the Agreement in a manner described in clauses (i) through (vii) of paragraph (a)
of this Section 9.02.


                   
(c) The Trustee is hereby authorized to join in the execution of any amendments to this
Agreement pursuant to clause (a) or (b) above and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such amendment that affects the Trustee's own rights, duties,
liabilities or immunities under this Agreement. It shall not be necessary for any Act of
Certificateholders under this Section to approve the particular form of any proposed
supplemental agreement, but it shall be sufficient if such Act shall approve the substance
thereof. Promptly after the execution by the Depositor, the Servicer and the Trustee of
any amendment pursuant to this Section, the Depositor shall mail to the Holders of the
Certificates and the Rating Agency a copy of such amendment, together with any consents
obtained in connection therewith.



                   
Section 9.03 Execution of Amendments    



                   
In executing any amendment permitted by this Article or the modifications thereby of the
trusts created by this Agreement, the Trustee shall be entitled to receive upon request,
and (subject to Section 7.01) shall be fully protected in relying in good faith upon, an
Opinion of Counsel reasonably acceptable to the Trustee stating that the execution of such
amendment is authorized or permitted by this Agreement. The Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's own duties or
immunities under this Agreement or otherwise.



                   
Section 9.04 Effect of Amendments



                   
Upon the execution of any amendment under this Article, this Agreement shall be modified
in accordance therewith, and such amendment shall form a part of this Agreement for all
purposes; and every Holder of Certificates theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.



                   
Section 9.05 Reference in Certificates to Amendments



                   
Certificates authenticated and delivered after the execution of any amendment pursuant to
this Article may, and if required by the Trustee shall, bear a notation in form approved
by the Trustee as to any matter provided for in such amendment. If the Depositor shall so
determine, new Certificates so modified as to conform, in the opinion of the Trustee and
the Depositor, to any such amendment may be prepared and executed by the Depositor and
authenticated and delivered by the Trustee in exchange for Outstanding Certificates.


 


 



ARTICLE TEN


TERMINATION AND DISCHARGE


                   
Section 10.01 Termination of Trust; Satisfaction and Discharge of Agreement



                   
(a) The Trust shall terminate upon the earlier of (i) December 31, 2020 and (ii) the day
following the date when the Pool Balance has been reduced to zero and all proceeds of the
Trust Estate have been applied in accordance with Article Five and each applicable
Supplement. Upon termination of the Trust, all rights, obligations and Liens created by
this Agreement shall be discharged.


                   
(b) If, nine (9) months prior to the date specified in Section 10.01(a)(i), there remains
an Outstanding Principal Amount on any Certificate, the Special Servicer shall use its
best efforts to sell, dispose or otherwise liquidate the Loans and related Loan Collateral
in a commercially reasonable manner in the succeeding one hundred eighty (180) days and
shall deposit the proceeds thereof in the Collection Account for application in accordance
with Article Five.


                   
(c) Thirty (30) days advance written notice of termination of the Trust shall be given by
the Trustee to the Certificateholders, the Certificateholder Agent and the Rating Agency,
specifying the Final Payment Date and the amount of any such final payment on the
Certificates.


                   
(d) Upon termination of the Trust and application of all proceeds of the Trust Estate in
accordance with Article Five and each applicable Supplement, the Depositor may submit to
the Trustee an Officer's Certificate requesting the release of the funds on deposit in the
Reserve Account, if any, and any other assets then comprising the Trust Estate. Upon
receipt of such request, the Trustee shall release from the lien of this Agreement and
deliver to or upon the order of the Depositor all property remaining in the Trust Estate
and shall execute and file, at the expense of the Depositor, UCC financing statements
evidencing such discharge and release.



                   
Section 10.02 Optional Termination.



                   
(a) At any time when the Pool Balance is equal to or less than 15% of the Pool Balance at
its highest level, the Depositor shall have the right to purchase the Loan Assets at a
price equal to the Repurchase Price for such Loans. The Depositor shall deposit such
amount in the Collection Account for application in accordance with Article Five.


                   
(b) The Depositor shall give written notice to the Trustee, the Rating Agency and the
Certificateholders of its intention to exercise such option five (5) Business Days in
advance thereof. Such notice shall include (i) a statement that interest shall cease
to accrue as of the last day preceding the date on which such repurchase is to occur (such
date being the Final Payment Date for all of such Certificates) and (ii) shall
specify the place or places at which presentation and surrender of Certificates may be
made; provided that, if the Holder of any Certificate is, or is a nominee for, a
Qualified Institutional Buyer, then such Person need not surrender such Certificate, provided
further that, in such event, such Qualified Institutional Buyer shall automatically
be deemed to have provided its own unsecured agreement of indemnity saving the Depositor
and the Trustee, or either of them, harmless in respect of such failure to surrender.


                   
(c) Upon exercise of such option and deposit of the amounts required under Section 10.01
into the Collection Account, the Depositor shall be entitled to obtain an assignment of
the Loan Assets and the Trustee shall promptly execute all instruments provided to it as
may be necessary to effectuate such assignment and the release of any lien created
hereunder.


 



ARTICLE ELEVEN


PROVISIONS OF GENERAL APPLICATION


                   
Section 11.01 General Provisions



                   
All of the provisions of this Article shall apply to this Agreement, as supplemented by
each Supplement.



                   
Section 11.02 Acts of Certificateholders



                   
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Certificateholders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee, and, where it is hereby expressly
required, to the Depositor. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Certificateholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and (subject to Section 7.01) conclusive in favor of the Trustee
and the Depositor, if made in the manner provided in this Section 11.02.


                   
(b) The fact and date of the execution by any Person of any such instrument or writing may
be proved in any manner which the Trustee deems sufficient.


                   
(c)          The ownership of Certificates shall
be proved by the Certificate Register.


                   
(d) Any request, demand, authorization, direction, notice, consent, waiver or other action
by the Holder of any Certificate shall bind the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee or the Depositor
in reliance thereon, whether or not notation of such action is made upon such Certificate.



                   
Section 11.03 Notices, etc., to Trustee, Depositor, Servicer



                   
(a) All notices, requests, demands, authorizations, directions, consents, waivers or Acts
of Certificateholders and other communications to any party under this Agreement shall be
in writing (including telefacsimile communication) and mailed, sent by telefacsimile or
delivered to such party at its address or telefacsimile number set forth in
Section 11.03(b) or such other address or telefacsimile number as such party may
hereafter specify for such purpose by notice given in accordance with this
Section 11.03. Each such notice, request or other communication shall be deemed to
have been received: (i) if mailed as provided above by any method other than
overnight delivery service, when actually received; (ii) if mailed by overnight
delivery service, when delivered by the overnight delivery service; (iii) if sent by
telefacsimile when transmitted by telefacsimile (with electronic confirmation of receipt
by the sending party), so long as such notice is promptly confirmed in writing by any of
the other means specified in clauses (i), (ii) or (iv) of this Section 11.03(a); or
(iv) if delivered by hand, upon delivery.


                   
(b) For purposes hereof, the address and telefacsimile number of:



  
                       
    (i)         the Trustee shall be One M & T Plaza, 7th
    Floor, Buffalo, New York 14203-2399, Fax 716-842-4474, or otherwise as furnished in
    writing to the Depositor, the Certificateholder Agent, the Certificateholders, the
    Servicer and the Special Servicer by the Trustee; 

                       
    (ii) the Depositor shall be 1700 Montgomery Street, Suite 250-B, San Francisco, California
    94111, Fax 415-394-6703, or otherwise as furnished in writing to the Trustee, the
    Certificateholder Agent, the Certificateholders, the Servicer and the Special Servicer by
    the Depositor;

                       
    (iii) the Servicer shall be 1700 Montgomery Street, Suite 250, San Francisco, California
    94111, Fax 415-394-9471, or otherwise as furnished in writing to the Trustee, the
    Depositor, the Certificateholder Agent, the Certificateholders and the Special Servicer by
    the Servicer;

                       
    (iv) the Special Servicer shall be 1700 Montgomery Street, Suite 250, San Francisco,
    California 94111, Fax 415-394-9471, or otherwise furnished in writing to the Trustee, the
    Depositor, the Certificateholder Agent, the Certificateholders and the Servicer by the
    Special Servicer; and

                       
    (v) the Certificateholder Agent shall be 17 Talcott Notch Road, Farmington, CT 06032,
    Attn. Asset Manager, Fax 860-409-7181, or otherwise furnished in writing to the Trustee,
    the Depositor, the Certificateholders, the Servicer and the Special Servicer by the
    Certificateholder Agent;

                       
    (vi) the Rating Agency shall be 17 State Street, 12th Floor, New York, New York
    10004 Fax 212-908-0222, or otherwise furnished in writing to the Trustee, the Depositor,
    the Certificateholder Agent, the Certificateholders, the Servicer and the Special Servicer
    by the Rating Agency.

  





                   
Section 11.04 Notices to Certificateholders; Waiver



                   
Where this Agreement provides for notice to Certificateholders of any event, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in writing and
made in accordance with Section 11.03 to each Certificateholder affected by such
event, at such Person's address as it appears on the Certificate Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case in which notice to Certificateholders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular
Certificateholder shall affect the sufficiency of such notice with respect to other
Certificateholders, and any notice which is mailed in the manner herein provided shall
conclusively be presumed to have been duly given.


                   
Where this Agreement provides for notice in any manner, such notice may be waived in
writing by any Person entitled to receive such notice, either before or after the event,
and such waiver shall be the equivalent of such notice. Waivers of notice by
Certificateholders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver.


                   
In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any event to
Certificateholders when such notice is required to be given pursuant to any provision of
this Agreement, then any manner of giving such notice as shall be satisfactory to the
Trustee shall be deemed to be a sufficient giving of such notice.



                   
Section 11.05 Effect of Headings and Table of Contents



                   
The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.



                   
Section 11.06 Successors and Assigns


                   
All covenants and agreements in this Agreement by the Depositor shall bind its successors
and assigns, whether so expressed or not. Notwithstanding the foregoing, no party shall
assign any of its rights under this Agreement, or delegate any of its duties, except in
accordance with the provisions of Sections 2.06, 7.10 and 8.02(o).



                   
Section 11.07 Separability



                   
In case any provision in this Agreement or in the Certificates shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.



                   
Section 11.08 Benefits of Agreement



                   
Nothing in this Agreement or in the Certificates, express or implied, shall give to any
Person, other than the parties hereto, the Certificateholders, and any Paying Agent which
may be appointed pursuant to the provisions hereof, and any of their successors hereunder,
any benefit or any legal or equitable right, remedy or claim under this Agreement or under
the Certificates.



                   
Section 11.09 Legal Holidays



                   
In any case in which the date of any Payment Date or the Series Termination Date of any
Certificate shall not be a Business Day, then (notwithstanding any other provision of a
Certificate or this Agreement) payment of principal or interest need not be made on such
date, but may be made on the next succeeding Business Day with the same force and effect
as if made on the nominal date of any such Series Termination Date or Payment Date and,
assuming such payment is actually made on such subsequent Business Day, no additional
interest shall accrue on the amount so paid for the period from and after any such nominal
date.



                   
Section 11.10 Governing Law


                   
THIS AGREEMENT AND EACH CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED THEREIN, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS OF ANY STATE.


                   
Section 11.11 Counterparts



                   
This Agreement may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall together constitute but
one and the same instrument.



                   
Section 11.12 Corporate Obligation



                   
No recourse may be taken, directly or indirectly, against any incorporator, subscriber to
the capital stock, stockholder, employee, officer or director of the Depositor or of any
predecessor or successor of the Depositor with respect to the Trust or under this
Agreement or any certificate or other writing delivered in connection herewith.



                   
Section 11.13 Compliance Certificates and Opinions



                   
Upon any application, order or request by the Depositor or the Servicer to the Trustee to
take any action under any provision of this Agreement for which a specific request is
required under this Agreement, the Depositor or the Servicer, as applicable, shall furnish
to the Trustee an Officer's Certificate of the Depositor or the Servicer, as applicable,
stating that all conditions precedent, if any, provided for in this Agreement relating to
the proposed action have been complied with, except that in the case of any such
application or request as to which the furnishing of a different certificate is
specifically required by any provision of this Agreement relating to such particular
application or request, no additional certificate need be furnished.


                   
Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Agreement shall include:


                   
(a) a statement that each individual signing such certificate or opinion has read or has
caused to be read such covenant or condition and the definitions herein relating thereto;


                   
(b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;


                   
(c) a statement that, in the opinion of each such individual, such individual has made
such examination or investigation as is necessary to enable such individual to express an
informed opinion as to whether or not such covenant or condition has been complied with;
and


                   
(d) a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with.


IN WITNESS WHEREOF, the Depositor, the Trustee and the Servicer have
caused this Agreement to be executed by their respective duly authorized officers as of
the date and year first written above.




  
    
      
        
          
            
              
                
                  
                    
                      
                        
                        

                      

                    

                  

                

              

            

          

        

      

    

  

  



 


 



	ALLEGIANCE FUNDING CORP. 1, as
    Depositer

	
	By:
             /s/ Alan B. Perper
	

    
	Name:    Alan B. Perper
	Title:       
    President





 



	MANUFACTURERE AND TRADERS TRUST
    COMPANY, as Trustee

	
	By:
              /s/ Russell T. Whitley
	

    
	Name:     Russell T. Whitley
	Title:
            Assitant Vice President





 



	POINT WEST CAPITAL CORPORATION,
      as Servicer

	
	By:
             /s/ Alan B. Perper
	

    
	Name:    Alan B. Perper
	Title:       
    President





 


 



EXHIBIT A


to Trust Agreement


FORM OF 


STANDARD ESCROW INSTRUCTIONS 



 


________ __, 199_


 


[Title Company]



  
    
      
        
          
            Re: Loan (the "Loan") from Allegiance Capital, LLC (the
            "Lender") to [] (the          
            "Borrower")

          

        

      

    

  




Ladies and Gentlemen:


                   
This letter is being forwarded to you by the Borrower[, [other Credit Parties]] and the
Lender in connection with the Loan. Pursuant to the written authorization from the
Borrower to the Lender (the "Disbursement Letter"), the Lender is sending to
you, or will cause to be sent to you, by wire transfer of immediately available federal
funds (in accordance with wire transfer instructions previously supplied by you) an amount
equal to [$______ ] (the "Wired Funds"). A copy of the Disbursement Letter is
attached hereto as Exhibit A. The Wired Funds are being delivered to you to be held in
trust for payment as provided in the Disbursement Letter. 


                   
You are not authorized to disburse any or all of the Wired Funds unless and until all of
the following conditions (the "Threshold Conditions") have been satisfied:


                   
(a)
                 
You hold in your possession each of the documents set forth on Exhibit B attached hereto
(collectively, the "Credit Documents"), duly executed by each of the respective
parties thereto. 


                   
(b)
                 
You hold in your possession originals of all documents required by Section [] of each
Title Commitment (except to the extent otherwise permitted by the Lender);


                   
(c)
                 
You have received written authorization from the Lender that you may disburse the Wired
Funds.


                   
If all of the foregoing conditions are satisfied on or before the close of business on
_______ __, 199_ (the "Threshold Date"), then, on the earliest date on which (A)
all such conditions have been fulfilled and (B) you are able to satisfy the Title Company
Conditions (as hereinafter defined), you are hereby authorized and directed to disburse
the Wired Funds according to the Disbursement Letter. Notwithstanding anything to the
contrary contained herein, you may not disburse any or all of the Wired Funds, unless,
contemporaneously with your disbursement of the Wired Funds, you do both of the following
(the "Title Company Conditions"): (1) record, or cause to be recorded, each
Mortgage (as that term is defined on Exhibit B attached hereto, a "Mortgage") in
the appropriate recording office identified on Exhibit B attached hereto, with respect to
the related real property identified in such Mortgage(s) that is the subject of your Title
Commitment(s), dated __, 199_ (the "Title Commitment(s)"); and (2) issue, in
favor of the Lender, the following title insurance policies (collectively, the "Title
Insurance Policies"):



  
    (i) [identify title insurance policy for each separate piece of real
    property that is the subject of a Mortgage], such policy to reflect the lien of the Lender
    as the only lien or encumbrance of any kind on such real property, other than those set
    forth in Items [] of the [related] Title Commitment; and

    (ii) [identify title insurance policy for each separate piece of real
    property that is the subject of a Mortgage], such policy to reflect the lien of the Lender
    as the only lien or encumbrance of any kind on such real property, other than those set
    forth in Items [] of the [related] Title Commitment.

  




                   
Should all of the Threshold Conditions not be satisfied on or before the close of business
on the Threshold Date and/or should you not be able to comply with the Title Company
Conditions on or before the close of business on the Threshold Date, you are to return (i)
the Wired Funds to the Trustee according to wire transfer instructions provided to you by
the Lender or its counsel, and (ii) the Credit Documents to the Lender.


                   
Following the distribution of the Wired Funds, you are to deliver the Credit Documents to
Manufacturers and Traders Trust Company (the "Trustee"), One M & T Plaza, 7th
Floor, Buffalo, NY 14203-2399, Attention: ___________. Within five (5) business days of
receipt of a recorded Mortgage, you are to forward such recorded Mortgage to the Trustee
at the above address. In addition, within three (3) business days of the disbursement of
Wired Funds, you are to send originals of each of the Title Policies to the Trustee at the
above address.


                   
The instructions contained herein may not be altered, changed, or modified in any way
except by a writing signed by the Lender. The Lender reserves the right to amend or cancel
these instructions and authorizations at any time prior to the recording of the Mortgages,
the issuance of the Title Policies, the delivery to the Trustee of the Credit Documents or
the disbursement of the Wired Funds. 


                   
Please indicate your acceptance of the foregoing provisions by signing this letter in the
space provided below and returning a copy by fax to the undersigned at 415-394-9471.
Please note that, by signing this letter below, you are indicating that you will hold and
disburse the Wired Funds solely as provided herein. In addition, please note that,
notwithstanding the failure of the Lender to receive a copy of this letter signed by you,
your act of recording any or all of the Mortgages or disbursing any or all of the Wired
Funds shall constitute evidence of your agreement to comply with the foregoing
instructions.


                   
Should you have any questions regarding the above or receive any contrary instructions
from any other person, please do not hesitate to contact the undersigned at 415-394-5180.



	Very truly yours,
	
	ALLEGIANCE CAPITAL, LLC
	
	By:
	Name:
	Title:





Acknowledged and Agreed:


[TITLE COMPANY]


By

Name:

Title:


[BORROWER]


By

Name:

Title:


[ADDITIONAL CREDIT PARTIES]



EXHIBIT B


to Trust Agreement


 


FORM OF INVESTMENT AND ASSUMPTION LETTER



ALLEGIANCE FUNDING CORP. I

REVOLVING CERTIFICATES, SERIES _____-1


 


Allegiance Funding Corp. I (the "Company")

1700 Montgomery Street, Suite 250B

San Francisco, CA 94111


Manufacturers and Traders Trust Company

One M & T Plaza, 7th Floor

Buffalo, NY 14203-2399


 


Ladies and Gentlemen:


                   
Terms used herein and not otherwise defined shall have the meanings given to them in the
Trust Agreement, dated as of August 1, 1998, by and among the Depositor, Point West
Capital Corporation, as servicer, and Manufacturers and Traders Trust Company, as trustee.
The undersigned hereby certifies on behalf of the Purchaser named below (the
"Purchaser") as follows:


                   
1.      I, ______________, am the chief financial officer, a person
fulfilling an equivalent function or other executive officer of the Purchaser.


                   
{2.      I am familiar with the provisions of Rule 144A ("Rule
144A") under the Securities Act of 1933 (the "1933 Act").



  
                       
    (a) The Purchaser is a "qualified institutional buyer," as defined in
    Rule 144A.

                       
    (b) The Purchaser is aware that the Depositor may rely on the exemption from the
    registration requirements of the 1933 Act provided by Rule 144A.

                       
    (c) The Purchaser acknowledges that the Purchaser has (i) received such information
    regarding the Allegiance Capital Trust I Revolving Certificates, Series ____-1 Class
    __________ Certificates, Class __________ Certificates, Class __________ Certificates and
    Class __________ Certificates (the "Certificates") as the Purchaser may require
    pursuant to Rule 144A or (ii) the Purchaser has determined not to request such
    information.]

  




                  
{ 2. I am familiar with the provisions of Regulation D under the Securities Act of 1933
(the "1933 Act").



  
                     
    ( a)     The Purchaser is an "accredited investor" within
    the meaning of Rule 501(a)(1), (2), (3), or (7) of Regulation D under the 1933 Act. 

                    
    (b)      In the normal course of the Purchaser's business the
    Purchaser invests in or purchases securities similar to the Certificates, has such
    knowledge and experience in financial and business matters that the Purchaser is capable
    of evaluating the merits and risks of its investment in the Certificates.

                     
    (c) The Purchaser is capable of bearing the economic risks of an investment in the
    Certificates.]

  




                   
3.      The Purchaser is acquiring the Certificates for its own
account or the account of its affiliated entities for the purpose of investment or resale
under Rule 144A or any other exemption from registration available under the 1933 Act and
not with a view to the distribution thereof.


                   
4.      The Purchaser understands that it is the expressed intent of
the Depositor that the Certificates are being issued only in transactions not involving
any public offering within the meaning of the 1933 Act and that the Certificates will bear
a legend substantially as set forth in the applicable form of the Certificate attached to
the Supplement to Trust Agreement.


                   
5.      The Purchaser has no present intention of selling, negotiating
or otherwise disposing of the Certificates (except pursuant to Rule 144A); provided,
that it is understood that the disposition of the Purchaser's property shall at all times
be and remain within its control and without prejudice, subject however, to its right at
all times to sell or otherwise dispose of all or any part of the Certificates in
accordance with the Trust Agreement under a registration statement under the 1933 Act, or
under the exemption from such registration available under the 1933 Act.


                   
6.     The Purchaser represents to the Depositor that it is either (a) not
a "Benefit Plan Investor" (as defined in 29 C.F.R. '2510.3-101) or any person who
is directly or indirectly purchasing such Certificates or an interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of, such a Benefit Plan Investor
or (b) the Trustee has been provided with evidence that should establish to the
satisfaction of the Trustee that either no "prohibited transaction" under ERISA
or the Code will occur in connection with the Purchaser's acquisition and holding of the
Certificates or that the acquisition and holding of the Certificates by the Purchaser is
subject to a statutory or administrative exemption.


                   
7.      The Purchaser represents to the Depositor that it is and will
be the beneficial owner of the Certificates for federal income tax purposes and (a) that
it is not classified as a partnership, grantor trust or S Corporation for federal income
tax purposes or (b) the value of the Certificates represents no more than 50 percent (50%)
of the value of its assets. The Purchaser further covenants that it will not cause the
Certificates to be marketed on or through an established securities market within the
meaning of Section 7704(b)(1) of the Code and acknowledges that transfers of a Certificate
(including the granting of any participation therein) can only be effected in accordance
with the Trust Agreement,  that 


                   
1      {Or describe other facts that, in conjunction with existing
facts re: current Holders, Maintains publicly traded partnership exemption.}


 


any attempted transfers in violation of such provisions shall be void
and any such purported transferee not recognized as by the Trust as a Holder for any
purpose. 


                   
8.      [The Purchaser acknowledges that no transfer can be made
during the Funding Period without the consent of the Depositor and hereby confirms it's
obligation to make Fundings in accordance with Article Four of the Trust Agreement, and
________ of the Certificate Purchase Agreement, dated__________, among the Depositor and
the initial purchaser named therein, as if such Purchaser were an original party to such
agreement.]


                   
The representations and warranties contained herein shall be binding upon the heirs,
executors, administrators and other successors of the undersigned. If there is more than
one signatory hereto, the obligations, representations, warranties and agreements of the
undersigned are made jointly and severally.


 


Executed at _______________________, ___________________, this _____ day
of____________, 199_.


________________________________ ______________________________


Purchaser's Name and Title (Print) Signature of Purchaser


_________________________________


Address of Purchaser


_________________________________


Purchaser's Taxpayer Identification or 


Social Security number


[Acknowledged and consented to:


 


 


__________________________


Depositor] 3


 


_______________________


    3  Required for transfers during the related Funding Period.



EXHIBIT C

to Trust Agreement



 


 


FORM OF AFI CERTIFICATE


_______________, 19__


                   
Pursuant to the Trust Agreement, dated as of August 1, 1998 (as amended or modified from
time to time, the "Trust Agreement"), among Allegiance Funding Corp. I,
Manufacturers and Traders Trust Company and Point West Capital Corporation, attached
hereto as Schedule I is a Loan Schedule, which includes information regarding the Loan
Assets that are hereby assigned, set over, transferred, delivered and otherwise conveyed
by the Depositor to the Trustee in accordance with the Trust Agreement. Each capitalized
term used herein and not otherwise defined has the meaning assigned thereto in the Trust
Agreement.


                   
Further, Allegiance Funding Corp. I hereby certifies:



  
    1. no Default (other than a Servicing Advisor Default), Depositor Event
    of Default, Servicer Event of Default, Special Servicer Event of
              Default, Servicing Advisor Event of
    Default or Funding Termination Event exists or shall result from the Funding;

    2. the Loans to be funded are Eligible Loans and do not cause the Loan
    Pool to violate the Pool Criteria;

    3. after giving effect to such Funding, the applicable Maximum Series
    Amount shall not be exceeded; 

    4. if any Funded Loan is subject to Existing Indebtedness, the
    Depositor will use the proceeds of the Funding to repay the Existing
              Indebtedness and will obtain a
    release and extinguishment of rights from the obligee of such Existing Indebtedness;

    5. the Funding is at least equal to the Minimum Funding Amount for
    Series or Class, as applicable; 

    6. both before and after giving effect to such Funding, the Pool
    Performance Condition is met; and 

    7. it is not aware of any proposed or threatened downgrade in the
    credit rating of any Rated Certificate.

    
      
         

         

      

    

  




ALLEGIANCE FUNDING CORP. I


 


By: 



Name: ___________________________


Title: ____________________________


 


MANUFACTURERS AND TRADERS 


TRUST COMPANY, as Trustee


 


By: 



Name: ___________________________


Title: ____________________________


 


SCHEDULE I


LOAN SCHEDULE



EXHIBIT D


to Trust Agreement



FORM OF FUNDING REPORT


SERIES 19__-_


Depositor: Allegiance Funding Corp. I


 


Funding Date:________________ 


Determination Date:________________ 


Class ___ Maximum Series Amount:________________ 


[Class ___ Maximum Series Amount:________________] 


Class ___ Minimum Funding Amount:________________ 


[Class ___ Minimum Funding Amount:________________] 


Class ___ Funding Amount:________________ 


[Class ___ Funding Amount:________________] 


 


 


Please see Schedule I attached hereto. 


[With final Funding Report:



  A. Please see AFI Certificate attached hereto as Schedule II.

  B. Please see Company Certificate attached hereto as Schedule III.] 




 


ALLEGIANCE FUNDING CORP. 

Name: ________________________

Title:        ________________________

Date: ________________________


 


 


Acknowledged and Approved:


[CERTIFICATEHOLDER AGENT]


Name: ________________________

Title:        ________________________

Date: ________________________


 


 


SCHEDULE I to EXHIBIT D to 


TRUST AGREEMENT


 


Exceptions to and deviations from the Standard Forms:



  Loan No. ___:

  Loan No. ___:

  Loan No. ___:




Exceptions to and deviations from the Program Guidelines:



  Loan No. ___:

  Loan No. ___:

  Loan No. ___:




Updated Pool concentrations reflecting compliance with (or exceptions
to) the Pool Criteria: