Common use of Certificate No Clause in Contracts

Certificate No. NO. OF PREFERRED SECURITIES --------------- --------------------------- TP- 2,000,000 CUSIP NO. AGGREGATE LIQUIDATION PREFERENCE --------- -------------------------------- $50,000,000 CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES OF HECO CAPITAL TRUST I _____% CUMULATIVE QUARTERLY INCOME TRUST PREFERRED SECURITIES, SERIES 1997 (LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY) HECO Capital Trust I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of Two Million (2,000,000) securities of the Trust representing undivided preferred beneficial interests in the assets of the Trust and designated the HECO Capital Trust I _____% Cumulative Quarterly Income Trust Preferred Securities, Series 1997 (Liquidation Preference $25 per Preferred Security) (the "Trust Preferred Securities"). Subject to the terms of Section 5.11 of the Trust Agreement (as defined herein) the Trust Preferred Securities are freely transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 of the Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are set forth in, and this certificate and the Trust Preferred Securities represented hereby are issued under and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of March 1, 1997, as the same may be amended from time to time (the "Trust Agreement"). The Holder is entitled to the benefits of the Trust Guarantee Agreement entered into by Hawaiian Electric Company, Inc., a Hawaii corporation, and The Bank of New York, as trust guarantee trustee, dated as of March 1, 1997 (the "Trust Guarantee") to the extent provided therein, together with the benefits resulting from the obligations of Hawaiian Electric Company, Inc. under the Trust Agreement, its ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "HECO Debentures") and the Junior Indenture related thereto, and its full and unconditional guarantee, on a subordinated basis, of the obligations of Maui Electric Company, Inc. and Hawaii Electric Light Company, Inc. under their respective ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "MECO Debentures" and the "HELCO Debentures," respectively) and related Junior Indentures. The Property Trustee will furnish a copy of the aforementioned agreements and instruments to the Holder without charge upon written request to the Trust at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. Holders of Trust Preferred Securities shall be entitled to receive cumulative cash distributions at a rate per annum of % of the stated liquidation preference of $25 per Trust Preferred Security. Distributions on the Trust Preferred Securities shall, from the date of original issue, accumulate and be cumulative and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 1997. Amounts available to the Trust for distribution to the Holders of the Trust Preferred Securities will be limited to payments received by the Trust on the HECO Debentures, the MECO Debentures, and the HELCO Debentures. Distributions not paid on the scheduled payment date will accumulate and compound quarterly (to the extent permitted by applicable law) at the rate of % per annum. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, except for any period shorter than a full calendar month, in which case the amount shall be computed on the basis of the actual number of days elapsed in such period. If the Trust Preferred Securities are in book-entry only form, Distributions will be payable to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the Business Day prior to the relevant payment dates. If the Trust Preferred Securities are not in book-entry only form, the relevant record dates shall be the date which is 15 days prior to the relevant payment dates, whether or not a Business Day. If Distributions are not paid when scheduled, the accumulated Distributions shall be paid to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the relevant record date as determined under the Trust Agreement with respect to the actual payment date for such Distributions. In the event that any date on which a Distribution is payable is not a Business Day, payment of such Distribution shall be made on the next succeeding day which is a Business Day (without any additional Distributions or other payment in respect of any such delay) except that, if such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (without any reduction of Distributions or other payments in respect of such early payment), in each case with the same force and effect as if made on the date such payment was originally payable. The Trust Preferred Securities shall be redeemable as provided in the Trust Agreement. Unless otherwise expressly provided or unless the context otherwise requires, capitalized terms or phrases used herein and not otherwise defined herein shall have the meaning or meanings assigned to such terms or phrases in the Trust Agreement.

Certificate No. NOThis Certificate evidences a beneficial ownership interest in a Trust consisting primarily of a pool of Mortgage Loans (collectively, the "Mortgage Loans") formed and sold by SAXON ASSET SECURITIES COMPANY THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OR INTEREST IN SAXON ASSET SECURITIES COMPANY, THE MASTER SERVICER, ANY SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF PREFERRED SECURITIES --------------- --------------------------- TP- 2,000,000 CUSIP NOTHE UNITED STATES. AGGREGATE LIQUIDATION PREFERENCE --------- -------------------------------- $50,000,000 CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES OF HECO CAPITAL TRUST I _____% CUMULATIVE QUARTERLY INCOME TRUST PREFERRED SECURITIES, SERIES 1997 (LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY) HECO Capital Trust I, a statutory business trust created under The Registered Holder named above is the laws owner of the State Percentage Interest calculated as set forth below in the above mentioned Class of Delaware Certificates issued by the Trust (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of Two Million (2,000,000) securities of the Trust representing undivided preferred beneficial interests in the assets of the Trust and designated the HECO Capital Trust I _____% Cumulative Quarterly Income Trust Preferred Securities, Series 1997 (Liquidation Preference $25 per Preferred Security) (the "Trust Preferred Securities"). Subject created pursuant to the terms of Section 5.11 of the Trust Agreement (as defined herein) the Trust Preferred Securities are freely transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 of the Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are set forth in, and this certificate and the Trust Preferred Securities represented hereby are issued under and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust trust agreement dated as of March November 1, 1997, as the same may be amended from time to time 1996 (the "Trust Agreement"), among Saxon Asset Securities Company (herein called "Saxon," which term includes any successor entity under the "Trust Agreement"), Texas Commerce Bank National Association, as Master Servicer, Paying Agent, Custodian and Certificate Registrar, and Citibank, N.A., as Trustee, a summary of certain of the pertinent provisions of which is set forth herein. The Holder To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Trust Agreement. This Certificate is entitled issued under and is subject to the benefits terms, provisions and conditions of the Trust Guarantee Agreement entered into to which Trust Agreement the Holder of this Certificate, by Hawaiian Electric Companyvirtue of the acceptance hereof, Inc.assents and by which such Holder is bound. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Loan Asset Backed Certificates, a Hawaii corporation, and The Bank of New York, as trust guarantee trustee, dated as of March 1, 1997 Series 1996-2 (herein called the "Trust GuaranteeCertificates") and represents a Percentage Interest in the above mentioned Class of Certificates equal to the quotient, expressed as a percentage, obtained by dividing the Denomination of this Certificate specified above by the Initial Principal Balance specified above of the above mentioned Class of Certificates. The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. To the extent provided therein, together with and subject to the benefits resulting from the obligations of Hawaiian Electric Company, Inc. under limitations set forth in the Trust Agreement, its ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "HECO DebenturesRecord Date") and the Junior Indenture related thereto, and its full and unconditional guarantee, on a subordinated basis, of the obligations of Maui Electric Company, Inc. and Hawaii Electric Light Company, Inc. under their respective ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "MECO Debentures" and the "HELCO Debentures," respectively) and related Junior Indentures. The Property Trustee will furnish a copy of the aforementioned agreements and instruments to the Holder without charge upon written request to the Trust at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to receive the benefits thereunder. Holders of Trust Preferred Securities shall be entitled to receive cumulative cash distributions at a rate per annum of % of the stated liquidation preference of $25 per Trust Preferred Security. Distributions on the Trust Preferred Securities shall, from the date of original issue, accumulate and be cumulative and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 1997. Amounts available to the Trust for distribution to the Holders of the Trust Preferred Securities will be limited to payments received by the Trust on the HECO Debentures, the MECO Debentures, and the HELCO Debentures. Distributions not paid on the scheduled payment date will accumulate and compound quarterly (to the extent permitted by applicable law) at the rate of % per annum. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, except for any period shorter than a full calendar month, in which case the amount shall be computed on the basis of the actual number of days elapsed in such period. If the Trust Preferred Securities are in book-entry only form, Distributions will be payable to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the Business Day prior to the relevant payment dates. If the Trust Preferred Securities are not in book-entry only form, the relevant record dates shall be the date which is 15 days prior to the relevant payment dates, whether or not a Business Day. If Distributions are not paid when scheduled, the accumulated Distributions shall be paid to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the relevant record date as determined under the Trust Agreement Amount with respect to the actual payment date for above mentioned Class of Certificates on the 25th day of each month or, if such Distributions. In the event that any date on which a Distribution is payable 25th day is not a Business Day, the next succeeding Business Day (each a "Distribution Date"), commencing on December 26, 1996. All amounts distributable with respect to this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of such Distribution public and private debts. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement. As provided in the Trust Agreement, withdrawals from the Asset Proceeds Account and related accounts shall be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust. So long as this Certificate is registered in the name of a Clearing Agency or its nominee, the Paying Agent will make distributions on this Certificate by wire transfer of immediately available funds to the Clearing Agency or its nominee. Otherwise, all distributions under the Trust Agreement will be made by the Paying Agent either (i) by check mailed to the address of the Holder as it appears on the next succeeding day which is a Business Day Certificate Register on the related Record Date or (without any additional Distributions or other payment ii) upon request to the Paying Agent in respect writing by the Record Date immediately prior to the Distribution Date of any Holder of Certificates of this Class having an aggregate initial principal amount equal to or in excess of $1,000,000, by wire transfer of immediately available funds to the account of such delay) except thatHolder. A fee may be charged by the Paying Agent to a Certificateholder for any payment made by wire transfer. Notwithstanding the above, if such Business Day falls in the next succeeding calendar year, such payment shall final distribution on this Certificate will be made on after due notice by the immediately preceding Business Day (without any reduction Paying Agent of Distributions or other payments in respect a pendency of such early payment), in each case with distribution and only upon presentation and surrender of this Certificate at its principal Corporate Trust Office or such other offices or agencies appointed by the same force Paying Agent for that purpose and effect as if made on the date such payment was originally payable. The Trust Preferred Securities shall be redeemable as other locations provided in the Trust Agreement. The Certificate Insurer is required, subject to the terms of the Certificate Insurance Policy, to make Insured Payments available to the Trustee (directly or through a Paying Agent) on or prior to the related Distribution Date for distribution to the Holders. Upon receipt of amounts under the Certificate Insurance Policy on behalf of the Holders of the above mentioned Class of Certificates, the Trustee shall distribute in accordance with the Trust Agreement such amounts (directly or through a Paying Agent) to the Holders of the above mentioned Class of Certificates. The Trustee will duly and punctually make distributions with respect to this Certificate in accordance with the terms hereof and the Trust Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Holder shall be considered as having been distributed to such Holder for all purposes of the Trust Agreement. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of Saxon and the Trustee and the rights of the Holders of the Certificates under the Trust Agreement at any time by Saxon, the Master Servicer and the Trustee with consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. Unless otherwise expressly there is a Certificate Insurer Default, the Certificate Insurer is entitled to exercise all Voting Rights of the Class A Certificateholders. As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Clearing Agency or unless its nominee and certain limitations set forth in the context otherwise requiresTrust Agreement, capitalized the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Certificate Registrar or such other offices or agencies appointed by the Trustee for that purpose and such other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar and duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate principal balance will be issued to the designated transferee or transferees. Subject to the terms of the Trust Agreement, the Certificates of this Class will be registered as one or phrases more certificates held by a Clearing Agency or its nominee and beneficial interests will be held by Beneficial Owners through the book-entry facilities of such Clearing Agency or its nominee in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Trust Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the same Class in the same denomination. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Saxon, the Master Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of Saxon, the Master Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of Saxon, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. The Trust Agreement provides that the obligations created thereby will terminate upon the earlier of (i) the payment to the Holders of all Certificates from amounts other than those available under the related Certificate Insurance Policy of all amounts held by the Trustee and required to be paid to such Holders pursuant to the Trust Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a qualified liquidation of the Trust Estate is effected as described in the Agreement. The Trust Agreement also provides that (i) the Holders of a majority of the Class R Certificates may, at their option, purchase from the Trust all remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date after the Initial Optional Redemption Date and (ii) under certain circumstances relating to the qualification of the REMIC as a REMIC under the Code the Mortgage Loans may be sold, thereby effecting the early retirement of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose. THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. The Trustee has executed this Certificate on behalf of the Trust not in its individual capacity but solely as Trustee under the Trust Agreement, and the Trustee shall be liable hereunder only in respect of the assets of the Trust. Capitalized terms used herein and not otherwise defined herein shall have the meaning or meanings assigned to such terms or phrases given them in the Trust Agreement.

Certificate No. NO. OF PREFERRED SECURITIES --------------- --------------------------- TP- TP-1 2,000,000 CUSIP NO. AGGREGATE LIQUIDATION PREFERENCE --------- -------------------------------- $50,000,000 CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES OF HECO CAPITAL TRUST I _II ____% CUMULATIVE QUARTERLY INCOME TRUST PREFERRED SECURITIES, SERIES 1997 1998 (LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY) HECO Capital Trust III, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of Two Million two million (2,000,000) preferred securities of the Trust representing undivided preferred beneficial interests in the assets of the Trust and designated the HECO Capital Trust I _II ____% Cumulative Quarterly Income Trust Preferred Securities, Series 1997 1998 (Liquidation Preference $25 per Per Preferred Security) (the "Trust Preferred Securities"). Subject to the terms of Section 5.11 of the Trust Agreement (as defined herein) ), the Trust Preferred Securities are freely transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 of the Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are set forth in, and this certificate and the Trust Preferred Securities represented hereby are issued under and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of March December 1, 19971998, as the same may be amended from time to time (the "Trust Agreement"). The Holder is entitled to the benefits of the Trust Guarantee Agreement entered into by Hawaiian Electric Company, Inc., a Hawaii corporationcorporation ("HECO"), and The Bank of New York, as trust guarantee trustee, dated as of March December 1, 1997 1998 (the "Trust Guarantee") to the extent provided therein, together with the benefits resulting from the obligations of Hawaiian Electric Company, Inc. HECO under the Trust Agreement, its ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 1998 (the "HECO Debentures") and the Junior Indenture related thereto, and its full and unconditional guarantee, on a subordinated basis, of the obligations of Maui Electric Company, Inc. Limited and Hawaii Electric Light Company, Inc. (the "Subsidiary Guarantees") under their respective ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 1998 (the "MECO Debentures" and the "HELCO Debentures," respectively) and the Junior Indentures related Junior Indenturesthereto. The Property Trustee will furnish a copy of the aforementioned agreements and instruments to the Holder without charge upon written request to the Trust at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. Holders of Trust Preferred Securities shall be entitled to receive cumulative cash distributions at a rate per annum of ____% of the stated liquidation preference of $25 per Trust Preferred Security. Distributions on the Trust Preferred Securities shall, from the date of original issue, accumulate and be cumulative and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 19971999. Amounts available to the Trust for distribution to the Holders of the Trust Preferred Securities will be limited to payments received by the Trust on the HECO Debentures, Debentures and the MECO Debentures, Debentures and the HELCO DebenturesDebentures (or payments by HECO pursuant to the Subsidiary Guarantees). Distributions not paid on the scheduled payment date will accumulate and compound quarterly (to the extent permitted by applicable law) at the rate of ____% per annum. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, except for any period shorter than a full calendar month, in which case the amount shall be computed on the basis of the actual number of days elapsed in such period. If the Trust Preferred Securities are in book-book- entry only form, Distributions will be payable to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the Business Day prior to the relevant payment datesdate. If the Trust Preferred Securities are not in book-entry only form, the relevant record dates date shall be the date which is 15 days prior to the relevant payment datesdate, whether or not a Business Day. If Distributions are not paid when scheduled, the accumulated Distributions shall be paid to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the relevant record date as determined under the Trust Agreement with respect to the actual payment date for such Distributions. In the event that any date on which a Distribution is payable is not a Business Day, payment of such Distribution shall be made on the next succeeding day which is a Business Day (without any additional Distributions or other payment in respect of any such delay) except that, if such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (without any reduction of Distributions or other payments in respect of such early payment), in each case with the same force and effect as if made on the date such payment was originally payable. The Trust Preferred Securities shall be redeemable as provided in the Trust Agreement. Unless otherwise expressly provided or unless the context otherwise requires, capitalized terms or phrases used herein and not otherwise defined herein shall have the meaning or meanings assigned to such terms or phrases in the Trust Agreement.

Certificate No. NOW- Rights -------------- NOT EXERCISABLE AFTER MARCH 30, 2011, OR EARLIER IF REDEEMED OR EXCHANGED. AT THE OPTION OF THE COMPANY, THE RIGHTS MAY BE REDEEMED AT $0.001 PER RIGHT OR EXCHANGED FOR PREFERRED SECURITIES --------------- --------------------------- TP- 2,000,000 CUSIP NOSTOCK ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. AGGREGATE LIQUIDATION PREFERENCE --------- -------------------------------- $50,000,000 IN THE EVENT THAT THE RIGHTS REPRESENTED BY THIS CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES ARE ISSUED TO A PERSON WHO IS AN ACQUIRING PERSON OR CERTAIN TRANSFEREE OF HECO CAPITAL TRUST I THE RIGHTS PREVIOUSLY OWNED BY SUCH PERSONS, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY SHALL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. RIGHT CERTIFICATE INVITROGEN CORPORATION This certifies that _____% CUMULATIVE QUARTERLY INCOME TRUST PREFERRED SECURITIES______, SERIES 1997 (LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY) HECO Capital Trust Ior registered assigns, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of Two Million (2,000,000) securities the number of the Trust representing undivided preferred beneficial interests in the assets of the Trust and designated the HECO Capital Trust I _____% Cumulative Quarterly Income Trust Preferred Securities, Series 1997 (Liquidation Preference $25 per Preferred Security) (the "Trust Preferred Securities"). Subject to the terms of Section 5.11 of the Trust Agreement (as defined herein) the Trust Preferred Securities are freely transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 of the Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are Rights set forth inabove, and this certificate and each of which entitles the Trust Preferred Securities represented hereby are issued under and shall in all respects be owner thereof, subject to the terms terms, provisions and provisions of, the Amended and Restated Trust Agreement conditions of the Trust Rights Agreement dated as of February 27, 2001 ("Rights Agreement") between Invitrogen Corporation, a Delaware corporation ("Company"), and Fleet National Bank ("Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. San Diego time on March 130, 19972011, at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-hundredth of a fully paid and nonassessable share of Series B Preferred Stock of the Company ("Preferred Stock") at a purchase price of $250.00 per one one-hundredth of a share, as the same may be amended from time to time be adjusted in accordance with the Rights Agreement (the "Trust AgreementPurchase Price"). The Holder is entitled to the benefits , upon presentation and surrender of the Trust Guarantee Agreement entered into by Hawaiian Electric Company, Inc., a Hawaii corporation, and The Bank of New York, as trust guarantee trustee, dated as of March 1, 1997 (the "Trust Guarantee") to the extent provided therein, together this Right Certificate with the benefits resulting from the obligations Form of Hawaiian Electric Company, Inc. under the Trust Agreement, its ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "HECO Debentures") and the Junior Indenture related thereto, and its full and unconditional guarantee, on a subordinated basis, of the obligations of Maui Electric Company, Inc. and Hawaii Electric Light Company, Inc. under their respective ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "MECO Debentures" and the "HELCO Debentures," respectively) and related Junior IndenturesElection to Purchase duly executed. The Property Trustee will furnish a copy of the aforementioned agreements and instruments to the Holder without charge upon written request to the Trust at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. Holders of Trust Preferred Securities shall be entitled to receive cumulative cash distributions at a rate per annum of % of the stated liquidation preference of $25 per Trust Preferred Security. Distributions on the Trust Preferred Securities shall, from the date of original issue, accumulate and be cumulative and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 1997. Amounts available to the Trust for distribution to the Holders of the Trust Preferred Securities will be limited to payments received by the Trust on the HECO Debentures, the MECO Debentures, and the HELCO Debentures. Distributions not paid on the scheduled payment date will accumulate and compound quarterly (to the extent permitted by applicable law) at the rate of % per annum. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, except for any period shorter than a full calendar month, in which case the amount shall be computed on the basis of the actual number of days elapsed in such period. If the Trust Preferred Securities are in book-entry only form, Distributions will be payable to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the Business Day prior to the relevant payment dates. If the Trust Preferred Securities are not in book-entry only form, the relevant record dates shall be the date which is 15 days prior to the relevant payment dates, whether or not a Business Day. If Distributions are not paid when scheduled, the accumulated Distributions shall be paid to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the relevant record date as determined under the Trust Agreement with respect to the actual payment date for such Distributions. In the event that any date on which a Distribution is payable is not a Business Day, payment of such Distribution shall be made on the next succeeding day which is a Business Day (without any additional Distributions or other payment in respect of any such delay) except that, if such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (without any reduction of Distributions or other payments in respect of such early payment), in each case with the same force and effect as if made on the date such payment was originally payable. The Trust Preferred Securities shall be redeemable as provided in the Trust Agreement. Unless otherwise expressly provided or unless the context otherwise requires, capitalized Capitalized terms or phrases used herein and not otherwise defined herein shall have the meaning or meanings assigned ascribed to such terms or phrases in the Trust Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised.

Certificate No. NO. OF PREFERRED SECURITIES --------------- --------------------------- TP- TP-1 2,000,000 CUSIP NO. AGGREGATE LIQUIDATION PREFERENCE --------- -------------------------------- 404151201 $50,000,000 CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES OF HECO CAPITAL TRUST I _____8.05% CUMULATIVE QUARTERLY INCOME TRUST PREFERRED SECURITIES, SERIES 1997 (LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY) HECO Capital Trust I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of Two Million two million (2,000,000) preferred securities of the Trust representing undivided preferred beneficial interests in the assets of the Trust and designated the HECO Capital Trust I _____8.05% Cumulative Quarterly Income Trust Preferred Securities, Series 1997 (Liquidation Preference $25 per Preferred Security) (the "Trust Preferred Securities"). Subject to the terms of Section 5.11 of the Trust Agreement (as defined herein) ), the Trust Preferred Securities are freely transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 of the Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are set forth in, and this certificate and the Trust Preferred Securities represented hereby are issued under and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of March 1, 1997, as the same may be amended from time to time (the "Trust Agreement"). The Holder is entitled to the benefits of the Trust Guarantee Agreement entered into by Hawaiian Electric Company, Inc., a Hawaii corporationcorporation ("HECO"), and The Bank of New York, as trust guarantee trustee, dated as of March 1, 1997 (the "Trust Guarantee") to the extent provided therein, together with the benefits resulting from the obligations of Hawaiian Electric Company, Inc. HECO under the Trust Agreement, its ____8.05% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "HECO Debentures") and the Junior Indenture related thereto, and its full and unconditional guarantee, on a subordinated basis, of the obligations of Maui Electric Company, Inc. Limited and Hawaii Electric Light Company, Inc. (the "Subsidiary Guarantees") under their respective ____8.05% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "MECO Debentures" and the "HELCO Debentures," respectively) and the Junior Indentures related Junior Indenturesthereto. The Property Trustee will furnish a copy of the aforementioned agreements and instruments to the Holder without charge upon written request to the Trust at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. Holders of Trust Preferred Securities shall be entitled to receive cumulative cash distributions at a rate per annum of 8.05% of the stated liquidation preference of $25 per Trust Preferred Security. Distributions on the Trust Preferred Securities shall, from the date of original issue, accumulate and be cumulative and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on March 31June 30, 1997. Amounts available to the Trust for distribution to the Holders of the Trust Preferred Securities will be limited to payments received by the Trust on the HECO Debentures, Debentures and the MECO Debentures, Debentures and the HELCO DebenturesDebentures (or payments by HECO pursuant to the Subsidiary Guarantees). Distributions not paid on the scheduled payment date will accumulate and compound quarterly (to the extent permitted by applicable law) at the rate of 8.05% per annum. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, except for any period shorter than a full calendar month, in which case the amount shall be computed on the basis of the actual number of days elapsed in such period. If the Trust Preferred Securities are in book-book- entry only form, Distributions will be payable to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the Business Day prior to the relevant payment dates. If the Trust Preferred Securities are not in book-entry only form, the relevant record dates shall be the date which is 15 days prior to the relevant payment dates, whether or not a Business Day. If Distributions are not paid when scheduled, the accumulated Distributions shall be paid to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the relevant record date as determined under the Trust Agreement with respect to the actual payment date for such Distributions. In the event that any date on which a Distribution is payable is not a Business Day, payment of such Distribution shall be made on the next succeeding day which is a Business Day (without any additional Distributions or other payment in respect of any such delay) except that, if such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (without any reduction of Distributions or other payments in respect of such early payment), in each case with the same force and effect as if made on the date such payment was originally payable. The Trust Preferred Securities shall be redeemable as provided in the Trust Agreement. Unless otherwise expressly provided or unless the context otherwise requires, capitalized terms or phrases used herein and not otherwise defined herein shall have the meaning or meanings assigned to such terms or phrases in the Trust Agreement.

Certificate No. NOThis Certificate evidences a beneficial ownership interest in a Trust consisting primarily of a pool of Mortgage Loans (collectively, the "Mortgage Loans") formed and sold by SAXON ASSET SECURITIES COMPANY THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SAXON ASSET SECURITIES COMPANY, THE MASTER SERVICER, ANY SERVICER, TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF PREFERRED SECURITIES --------------- --------------------------- TP- 2,000,000 CUSIP NOTHE UNITED STATES. AGGREGATE LIQUIDATION PREFERENCE --------- -------------------------------- $50,000,000 CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES OF HECO CAPITAL TRUST I _____% CUMULATIVE QUARTERLY INCOME TRUST PREFERRED SECURITIES, SERIES 1997 (LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY) HECO Capital Trust I, a statutory business trust created under The Registered Holder named above is the laws owner of the State Percentage Interest calculated as set forth below in the above mentioned Class of Delaware Certificates issued by the Trust (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of Two Million (2,000,000) securities of the Trust representing undivided preferred beneficial interests in the assets of the Trust and designated the HECO Capital Trust I _____% Cumulative Quarterly Income Trust Preferred Securities, Series 1997 (Liquidation Preference $25 per Preferred Security) (the "Trust Preferred Securities"). Subject created pursuant to the terms of Section 5.11 of the Trust Agreement (as defined herein) the Trust Preferred Securities are freely transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 of the Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are set forth in, and this certificate and the Trust Preferred Securities represented hereby are issued under and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust trust agreement dated as of March November 1, 1997, as the same may be amended from time to time 1996 (the "Trust Agreement"), among Saxon Asset Securities Company (herein called "Saxon," which term includes any successor entity under the "Trust Agreement") Texas Commerce Bank National Association, as Master Servicer, Paying Agent, Custodian and Certificate Registrar, and Citibank, N.A., as Trustee, a summary of certain of the pertinent provisions of which is set forth herein. The Holder To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Trust Agreement. This Certificate is entitled issued under and is subject to the benefits terms, provisions and conditions of the Trust Guarantee Agreement entered into to which Trust Agreement the Holder of this Certificate, by Hawaiian Electric Companyvirtue of the acceptance hereof, Inc.assents and by which such Holder is bound. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Loan Asset Backed Certificates, a Hawaii corporation, and The Bank of New York, as trust guarantee trustee, dated as of March 1, 1997 Series 1996-2 (herein called the "Trust GuaranteeCertificates") and represents a Percentage Interest in the above mentioned Class of Certificates equal to the quotient, expressed as a percentage, obtained by dividing the Denomination of this Certificate specified above by the Initial Principal Balance specified above of the above mentioned Class of Certificates. The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. To the extent provided therein, together with and subject to the benefits resulting from the obligations of Hawaiian Electric Company, Inc. under limitations set forth in the Trust Agreement, its ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "HECO DebenturesRecord Date") and the Junior Indenture related thereto, and its full and unconditional guarantee, on a subordinated basis, of the obligations of Maui Electric Company, Inc. and Hawaii Electric Light Company, Inc. under their respective ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "MECO Debentures" and the "HELCO Debentures," respectively) and related Junior Indentures. The Property Trustee will furnish a copy of the aforementioned agreements and instruments to the Holder without charge upon written request to the Trust at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to receive the benefits thereunder. Holders of Trust Preferred Securities shall be entitled to receive cumulative cash distributions at a rate per annum of % of the stated liquidation preference of $25 per Trust Preferred Security. Distributions on the Trust Preferred Securities shall, from the date of original issue, accumulate and be cumulative and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 1997. Amounts available to the Trust for distribution to the Holders of the Trust Preferred Securities will be limited to payments received by the Trust on the HECO Debentures, the MECO Debentures, and the HELCO Debentures. Distributions not paid on the scheduled payment date will accumulate and compound quarterly (to the extent permitted by applicable law) at the rate of % per annum. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, except for any period shorter than a full calendar month, in which case the amount shall be computed on the basis of the actual number of days elapsed in such period. If the Trust Preferred Securities are in book-entry only form, Distributions will be payable to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the Business Day prior to the relevant payment dates. If the Trust Preferred Securities are not in book-entry only form, the relevant record dates shall be the date which is 15 days prior to the relevant payment dates, whether or not a Business Day. If Distributions are not paid when scheduled, the accumulated Distributions shall be paid to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the relevant record date as determined under the Trust Agreement Amount with respect to the actual payment date for above mentioned Class of Certificates on the 25th day of each month or, if such Distributions. In the event that any date on which a Distribution is payable 25th day is not a Business Day, the next succeeding Business Day (each a "Distribution Date"), commencing on December 26, 1996. All amounts distributable with respect to this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of such Distribution public and private debts. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement. As provided in the Trust Agreement, withdrawals from the Asset Proceeds Account and related accounts shall be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust. So long as this Certificate is registered in the name of a Clearing Agency or its nominee, the Paying Agent will make distributions on this Certificate by wire transfer of immediately available funds to the Clearing Agency or its nominee. Otherwise, all distributions under the Trust Agreement will be made by the Paying Agent either (i) by check mailed to the address of the Holder as it appears on the next succeeding day which is a Business Day Certificate Register on the related Record Date or (without any additional Distributions or other payment ii) upon request to the Paying Agent in respect writing by the Record Date immediately prior to the Distribution Date of any Holder of Certificates of this Class having an aggregate initial principal amount equal to or in excess of $1,000,000, by wire transfer of immediately available funds to the account of such delay) except thatHolder. A fee may be charged by the Paying Agent to a Certificateholder for any payment made by wire transfer. Notwithstanding the above, if such Business Day falls in the next succeeding calendar year, such payment shall final distribution on this Certificate will be made on after due notice by the immediately preceding Business Day (without any reduction Paying Agent of Distributions or other payments in respect a pendency of such early payment), in each case with distribution and only upon presentation and surrender of this Certificate at its principal Corporate Trust Office or such other offices or agencies appointed by the same force Paying Agent for that purpose and effect as if made on the date such payment was originally payable. The Trust Preferred Securities shall be redeemable as other locations provided in the Trust Agreement. The Certificate Insurer is required, subject to the terms of the Certificate Insurance Policy, to make Insured Payments available to the Trustee (directly or through a Paying Agent) on or prior to the related Distribution Date for distribution to the Holders. Upon receipt of amounts under the Certificate Insurance Policy on behalf of the Holders of the above mentioned Class of Certificates, the Trustee shall distribute in accordance with the Trust Agreement such amounts (directly or through a Paying Agent) to the Holders of the above mentioned Class of Certificates. The Trustee will duly and punctually make distributions with respect to this Certificate in accordance with the terms hereof and the Trust Agreement. Amounts properly with,held under the Code by any Person from a distribution to any Holder shall be considered as having been distributed to such Holder for all purposes of the Trust Agreement. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of Saxon and the Trustee and the rights of the Holders of the Certificates under the Trust Agreement at any time by Saxon, the Master Servicer and the Trustee with consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. Unless otherwise expressly there is a Certificate Insurer Default, the Certificate Insurer is entitled to exercise all Voting Rights of the Class A Certificateholders. As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Clearing Agency or unless its nominee and certain limitations set forth in the context otherwise requiresTrust Agreement, capitalized the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Certificate Registrar or such other offices or agencies appointed by the Trustee for that purpose and such other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar and duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate principal balance will be issued to the designated transferee or transferees. Subject to the terms of the Trust Agreement, the Certificates of this Class will be registered as one or phrases more certificates held by a Clearing Agency or its nominee and beneficial interests will be held by Beneficial Owners through the book-entry facilities of such Clearing Agency or its nominee in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Trust Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the same Class in the same denomination. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Saxon, the Master Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of Saxon, the Master Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of Saxon, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. The Trust Agreement provides that the obligations created thereby will terminate upon the earlier of (i) the payment to the Holders of all Certificates from amounts other than those available under the related Certificate Insurance Policy of all amounts held by the Trustee and required to be paid to such Holders pursuant to the Trust Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a qualified liquidation of the Trust Estate is effected as described in the Agreement. The Trust Agreement also provides that (i) the Holders of a majority of the Class R Certificates may, at their option, purchase from the Trust all remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date after the Initial Optional Redemption Date and (ii) under certain circumstances relating to the qualification of the REMIC as a REMIC under the Code the Mortgage Loans may be sold, thereby effecting the early retirement of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose. THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. The Trustee has executed this Certificate on behalf of the Trust not in its individual capacity but solely as Trustee under the Trust Agreement, and the Trustee shall be liable hereunder only in respect of the assets of the Trust. Capitalized terms used herein and not otherwise defined herein shall have the meaning or meanings assigned to such terms or phrases given them in the Trust Agreement.

Certificate No. NOThis Certificate evidences a beneficial ownership interest in a Trust consisting primarily of a pool of Mortgage Loans (collectively, the "Mortgage Loans") formed and sold by SAXON ASSET SECURITIES COMPANY THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SAXON ASSET SECURITIES COMPANY, THE MASTER SERVICER, ANY SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF PREFERRED SECURITIES --------------- --------------------------- TP- 2,000,000 CUSIP NOTHE UNITED STATES. AGGREGATE LIQUIDATION PREFERENCE --------- -------------------------------- $50,000,000 CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES OF HECO CAPITAL TRUST I _____% CUMULATIVE QUARTERLY INCOME TRUST PREFERRED SECURITIES, SERIES 1997 (LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY) HECO Capital Trust I, a statutory business trust created under This Registered Holder named above is the laws owner of the State Percentage Interest calculated as set forth below in the above mentioned Class of Delaware Certificates issued by the Trust (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of Two Million (2,000,000) securities of the Trust representing undivided preferred beneficial interests in the assets of the Trust and designated the HECO Capital Trust I _____% Cumulative Quarterly Income Trust Preferred Securities, Series 1997 (Liquidation Preference $25 per Preferred Security) (the "Trust Preferred Securities"). Subject created pursuant to the terms of Section 5.11 of the Trust Agreement (as defined herein) the Trust Preferred Securities are freely transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 of the Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are set forth in, and this certificate and the Trust Preferred Securities represented hereby are issued under and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust trust agreement dated as of March November 1, 1997, as the same may be amended from time to time 1996 (the "Trust Agreement"), among Saxon Asset Securities Company (herein called "Saxon," which term includes any successor entity under the "Trust Agreement"), Texas Commerce Bank National Association, as Master Servicer, Paying Agent, Custodian and Certificate Registrar, and Citibank, N.A., as Trustee, a summary of certain of the pertinent provisions of which is set forth herein. The Holder To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Trust Agreement. This Certificate is entitled issued under and is subject to the benefits terms, provisions and conditions of the Trust Guarantee Agreement entered into to which Trust Agreement the Holder of this Certificate, by Hawaiian Electric Companyvirtue of the acceptance hereof, Inc.assents and by which such Holder is bound. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Loan Asset Backed Certificates, a Hawaii corporation, and The Bank of New York, as trust guarantee trustee, dated as of March 1, 1997 Series 1996-2 (herein called the "Trust GuaranteeCertificates") and represents a Percentage Interest in the above mentioned Class of Certificates equal to the quotient, expressed as a percentage, obtained by dividing the Denomination of this Certificate specified above by the Initial Principal Balance specified above of the above mentioned Class of Certificates. The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. To the extent provided therein, together with and subject to the benefits resulting from the obligations of Hawaiian Electric Company, Inc. under limitations set forth in the Trust Agreement, its ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "HECO DebenturesRecord Date") and the Junior Indenture related thereto, and its full and unconditional guarantee, on a subordinated basis, of the obligations of Maui Electric Company, Inc. and Hawaii Electric Light Company, Inc. under their respective ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "MECO Debentures" and the "HELCO Debentures," respectively) and related Junior Indentures. The Property Trustee will furnish a copy of the aforementioned agreements and instruments to the Holder without charge upon written request to the Trust at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to receive the benefits thereunder. Holders of Trust Preferred Securities shall be entitled to receive cumulative cash distributions at a rate per annum of % of the stated liquidation preference of $25 per Trust Preferred Security. Distributions on the Trust Preferred Securities shall, from the date of original issue, accumulate and be cumulative and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 1997. Amounts available to the Trust for distribution to the Holders of the Trust Preferred Securities will be limited to payments received by the Trust on the HECO Debentures, the MECO Debentures, and the HELCO Debentures. Distributions not paid on the scheduled payment date will accumulate and compound quarterly (to the extent permitted by applicable law) at the rate of % per annum. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, except for any period shorter than a full calendar month, in which case the amount shall be computed on the basis of the actual number of days elapsed in such period. If the Trust Preferred Securities are in book-entry only form, Distributions will be payable to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the Business Day prior to the relevant payment dates. If the Trust Preferred Securities are not in book-entry only form, the relevant record dates shall be the date which is 15 days prior to the relevant payment dates, whether or not a Business Day. If Distributions are not paid when scheduled, the accumulated Distributions shall be paid to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the relevant record date as determined under the Trust Agreement Amount with respect to the actual payment date for above mentioned Class of Certificates on the 25th day of each month or, if such Distributions. In the event that any date on which a Distribution is payable 25th day is not a Business Day, the next succeeding Business Day (each a "Distribution Date"), commencing on December 26, 1996. All amounts distributable with respect to this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of such Distribution public and private debts. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement. As provided in the Trust Agreement, withdrawals from the Asset Proceeds Account and related accounts shall be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust. So long as this Certificate is registered in the name of a Clearing Agency or its nominee, the Paying Agent will make distributions on this Certificate by wire transfer of immediately available funds to the Clearing Agency or its nominee. Otherwise, all distributions under the Trust Agreement will be made by the Paying Agent either (i) be check mailed to the address of the Holder as it appears on the next succeeding day which is a Business Day Certificate Register on the related Record Date or (without any additional Distributions or other payment ii) upon request to the Paying Agent in respect writing by the Record Date immediately prior to the Distribution Date of any Holder of Certificates of this Class having an aggregate initial principal amount equal to or in excess of $1,000,000, by wire transfer of immediately available funds to the account of such delay) except thatHolder. A fee may be charged by the Paying Agent to a Certificateholder for any payment made by wire transfer. Notwithstanding the above, if such Business Day falls in the next succeeding calendar year, such payment shall final distribution on this Certificate will be made on after due notice by the immediately preceding Business Day (without any reduction Paying Agent of Distributions or other payments in respect a pendency of such early payment), in each case with distribution and only upon presentation and surrender of this Certificate at its principal Corporate Trust Office or such other offices or agencies appointed by the same force Paying Agent for that purpose and effect as if made on the date such payment was originally payable. The Trust Preferred Securities shall be redeemable as other locations provided in the Trust Agreement. The Certificate Insurer is required, subject to the terms of the Certificate Insurance Policy, to make Insured Payments available to the Trustee (directly or through a Paying Agent) on or prior to the related Distribution Date for distribution to the Holders. Upon receipt of amounts under the Certificate Insurance Policy on behalf of the Holders of the above mentioned Class of Certificates, the Trustee shall distribute in accordance with the Trust Agreement such amounts (directly or through a Paying Agent) to the Holders of the above mentioned Class of Certificates. The Trustee will duly and punctually make distributions with respect to this Certificate in accordance with the terms hereof and the Trust Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Holder shall be considered as having been distributed to such Holder for all purposes of the Trust Agreement. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of Saxon and the Trustee and the rights of the Holders of the Certificates under the Trust Agreement at any time by Saxon, the Master Servicer and the Trustee with consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. Unless otherwise expressly there is a Certificate Insurer Default, the Certificate Insurer is entitled to exercise all Voting Rights of the Class A Certificateholders. As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Clearing Agency or unless its nominee and certain limitations set forth in the context otherwise requiresTrust Agreement, capitalized the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Certificate Registrar or such other offices or agencies appointed by the Trustee for that purpose and such other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar and duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate principal balance will be issued to the designated transferee or transferees. Subject to the terms of the Trust Agreement, the Certificates of this Class will be registered as one or phrases more certificates held by a Clearing Agency or its nominee and beneficial interests will be held by Beneficial Owners through the book-entry facilities of such Clearing Agency or its nominee in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Trust Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the same Class in the same denomination. No service charge will be made for any such registration of transfer or exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Saxon, the Master Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of Saxon, the Master Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of Saxon, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. The Trust Agreement provides that the obligations created thereby will terminate upon the earlier of (it the payment to the Holders of all Certificates from amounts other than those available under the related Certificate Insurance Policy of all amounts held by the Trustee and required to be paid to such Holders pursuant to the Trust Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made wi~ respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) at any time when a qualified liquidation of the Trust Estate is effected as described in the Agreement. The Trust Agreement also provides that (i) the Holders of a majority of the Class R Certificates may, at their option, purchase from the Trust all remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date after the Initial Optional Redemption Date and (ii) under certain circumstances relating to the qualification of the REMIC as a REMIC under the Code the Mortgage Loans may be sold, thereby effecting the early retirement of the Certificates. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose. THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. The Trustee has executed this Certificate on behalf of the Trust not in its individual capacity but solely as Trustee under the Trust Agreement, and the Trustee shall be liable hereunder only in respect of the assets of the Trust. Capitalized terms used herein and not otherwise defined herein shall have the meaning or meanings assigned to such terms or phrases given them in the Trust Agreement.

Certificate No. NOA -1-1 CUSIP No: 805564 This Certificate evidences a beneficial ownership interest in a Trust consisting primarily of a pool of Mortgage Loans (collectively, the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SAXON ASSET SECURITIES COMPANY, THE MASTER SERVICER, ANY SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF PREFERRED SECURITIES --------------- --------------------------- TP- 2,000,000 CUSIP NOTHE UNITED STATES. AGGREGATE LIQUIDATION PREFERENCE --------- -------------------------------- $50,000,000 CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES OF HECO CAPITAL TRUST I _____% CUMULATIVE QUARTERLY INCOME TRUST PREFERRED SECURITIESThe Registered Holder named above is the owner of the Percentage Interest calculated as set forth below in the above mentioned Class of Certificates issued by the Trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement, SERIES 1997 dated as of July 1, 2002 (LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY) HECO Capital the “Pooling and Servicing Agreement”), among Saxon Asset Securities Company (herein called the “Depositor,” which term includes any successor entity under the Pooling and Servicing Agreement), Saxon Mortgage, Inc., as Master Servicer, Saxon Mortgage Services, Inc., as Servicer, and Deutsche Bank Trust ICompany Americas, as Trustee, a statutory business trust created under the laws summary of certain of the State pertinent provisions of Delaware which is set forth herein. To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement to which Pooling and Servicing Agreement the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Holder is bound. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Loan Asset Backed Certificates, Series 2002-2 (herein called the “Certificates”) and represents a Percentage Interest in the above mentioned Class of Certificates equal to the quotient, expressed as a percentage, obtained by dividing the Denomination of this Certificate specified above by the Initial Principal Balance specified above of the above mentioned Class of Certificates. The Certificates are issued in multiple Classes designated as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. To the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Trust"“Record Date”) is entitled to receive an amount equal to the product of such Person’s Percentage Interest and the Distribution Amount (as defined in the Pooling and Servicing Agreement) with respect to the above mentioned Class of Certificates on the 25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day (each a “Distribution Date”), hereby certifies that Cede & Co. (commencing in August 2002. All amounts distributable with respect to this Certificate are payable in the "Holder") coin or currency of the United States of America as at the time of payment is legal tender for the registered owner payment of Two Million (2,000,000) securities public and private debts. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Distribution Account and related accounts shall be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust representing undivided preferred beneficial interests Fund. So long as this Certificate is registered in the assets name of a clearing agency or its nominee, the Paying Agent will make distributions on this Certificate by wire transfer of immediately available funds to the Clearing agency or its nominee. Otherwise, all distributions under the Pooling and Servicing Agreement will be made by the Paying Agent either (i) by check mailed to the address of the Holder as it appears on the Certificate Register on the related Record Date or (ii) upon request to the Paying Agent in writing by the Record Date immediately prior to the Distribution Date of any Holder of Certificates of this Class having an aggregate initial principal amount equal to or in excess of $1,000,000, by wire transfer of immediately available funds to the account of such Holder. A fee may be charged by the Paying Agent to a Certificateholder for any payment made by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of a pendency of such distribution and only upon presentation and surrender of this Certificate at its principal Corporate Trust Office or such other offices or agencies appointed by the Paying Agent for that purpose and such other locations provided in the Pooling and Servicing Agreement. The Trustee will duly and punctually make distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Holder shall be considered as having been distributed to such Holder for all purposes of the Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the Trustee and the rights of the Holders of the Certificates under the Pooling and Servicing Agreement at any time by the Depositor, the Master Servicer and the Trustee with consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to any limitations on transfer of this Certificate by a clearing agency or its nominee and certain limitations set forth in the Pooling and Servicing Agreement, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Trustee or such other offices or agencies appointed by the Trustee for that purpose and such other locations provided in the Pooling and Servicing Agreement, duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate principal balance will be issued to the designated the HECO Capital Trust I _____% Cumulative Quarterly Income Trust Preferred Securities, Series 1997 (Liquidation Preference $25 per Preferred Security) (the "Trust Preferred Securities")transferee or transferees. Subject to the terms of Section 5.11 the Pooling and Servicing Agreement, the Certificates of this Class will be registered as one or more certificates held by a clearing agency or its nominee and beneficial interests will be held by Beneficial Owners through the book-entry facilities of such Clearing agency or its nominee in minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the Trust Agreement (as defined herein) same Class in the Trust Preferred Securities are freely transferable on same denomination. No service charge will be made for any such registration of transfer or exchange, but the books Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trustee and records the Paying Agent and any agent of the TrustDepositor, the Master Servicer, the Trustee and the Paying Agent may treat the Person in person or by a duly authorized attorneywhose name this Certificate is registered as the owner hereof for all purposes, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 none of the Trust AgreementDepositor, the Master Servicer, the Trustee or any such agent shall be affected by notice to the contrary. The designations, rights, privileges, restrictions, preferences Pooling and other terms and provisions of the Trust Preferred Securities are set forth in, and this certificate and the Trust Preferred Securities represented hereby are issued under and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Servicing Agreement of the Trust dated as of March 1, 1997, as the same may be amended from time to time (the "Trust Agreement"). The Holder is entitled to the benefits of the Trust Guarantee Agreement entered into by Hawaiian Electric Company, Inc., a Hawaii corporation, and The Bank of New York, as trust guarantee trustee, dated as of March 1, 1997 (the "Trust Guarantee") to the extent provided therein, together with the benefits resulting from provides that the obligations of Hawaiian Electric Company, Inc. under created thereby will terminate upon the Trust Agreement, its ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "HECO Debentures") and the Junior Indenture related thereto, and its full and unconditional guarantee, on a subordinated basis, of the obligations of Maui Electric Company, Inc. and Hawaii Electric Light Company, Inc. under their respective ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "MECO Debentures" and the "HELCO Debentures," respectively) and related Junior Indentures. The Property Trustee will furnish a copy of the aforementioned agreements and instruments to the Holder without charge upon written request to the Trust at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. Holders of Trust Preferred Securities shall be entitled to receive cumulative cash distributions at a rate per annum of % of the stated liquidation preference of $25 per Trust Preferred Security. Distributions on the Trust Preferred Securities shall, from the date of original issue, accumulate and be cumulative and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 1997. Amounts available to the Trust for distribution payment to the Holders of the Trust Preferred Securities will be limited to payments received all Certificates of all amounts held by the Trust on the HECO Debentures, the MECO Debentures, Trustee and the HELCO Debentures. Distributions not paid on the scheduled payment date will accumulate and compound quarterly (required to the extent permitted by applicable law) at the rate of % per annum. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, except for any period shorter than a full calendar month, in which case the amount shall be computed on the basis of the actual number of days elapsed in such period. If the Trust Preferred Securities are in book-entry only form, Distributions will be payable to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the Business Day prior to the relevant payment dates. If the Trust Preferred Securities are not in book-entry only form, the relevant record dates shall be the date which is 15 days prior to the relevant payment dates, whether or not a Business Day. If Distributions are not paid when scheduled, the accumulated Distributions shall be paid to such Holders pursuant to the holders Pooling and Servicing Agreement or the last to occur of record (a) the final payment or other liquidation (or any advance made with respect thereto) of the Trust Preferred Securities as they appear on the books and records of last Mortgage Loan in the Trust on Fund, (b) the relevant record date as determined under the Trust Agreement with respect to the actual payment date for such Distributions. In the event that any date on which a Distribution is payable is not a Business Day, payment disposition of such Distribution shall be made on the next succeeding day which is a Business Day (without any additional Distributions or other payment all property acquired in respect of any such delay) except that, if such Business Day falls Mortgage Loan remaining in the next succeeding calendar yearTrust Fund and (c) at any time when a qualified liquidation of the Trust Fund is effected as described in the Pooling and Servicing Agreement. The Pooling and Servicing Agreement also provides that (i) on and after the Initial Optional Termination Date, the Master Servicer may purchase the Mortgage Loans then remaining in the Trust Fund and apply the proceeds of such payment sale to effect early retirement of the Certificates and (ii) under certain circumstances relating to the qualification of any REMIC as a REMIC under the Code the Mortgage Loans may be sold, thereby effecting the early retirement of the Certificates. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. The Trustee has executed this Certificate on behalf of the Trust not in its individual capacity but solely as Trustee under the Pooling and Servicing Agreement, and the Trustee shall be made on the immediately preceding Business Day (without any reduction of Distributions or other payments liable hereunder only in respect of such early payment), in each case with the same force and effect as if made on assets of the date such payment was originally payable. The Trust Preferred Securities shall be redeemable as provided in the Trust Agreement. Unless otherwise expressly provided or unless the context otherwise requires, capitalized terms or phrases used herein and not otherwise defined herein shall have the meaning or meanings assigned to such terms or phrases in the Trust AgreementTrust.