Common use of The Trust Certificates Clause in Contracts

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof; provided, that the final $272,735,507.43 distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof; provided, that the final $272,735,507.43 222,866,550.14 distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. 5 (NALT 2016-A Amended and Restated Trust Agreement) If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof; provided, that the final $272,735,507.43 248,539,779.14 distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof; provided, that the final $272,735,507.43 distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. \ If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof; provided, that the final $272,735,507.43 distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or 5 (NALT 2014-A Amended and Restated Trust Agreement) facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof; provided, that the final $272,735,507.43 183,314,271.99 distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.. 5 (NALT 2024-B Amended and Restated Trust Agreement)

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof; provided, that the final $272,735,507.43 197,605,445.04 distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum 5 (NALT 20[●]-[●] Amended and Restated Trust Agreement) denominations of $250,000 [250,000] and in integral multiples of $1,000 [1,000] in excess thereof; provided, that the final $272,735,507.43 [●] distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum 5 (NALT 20[●]-[●] Amended and Restated Trust Agreement) denominations of $250,000 and in integral multiples of $1,000 in excess thereof; provided, that the final $272,735,507.43 [●] distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered registrered in such transferee’s name pursuant to Section 3.04.

The Trust Certificates. (a) The Subject to Section 3.3, each Class of Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations corresponding to an Ownership Percentage of $250,000 10% in each such Class and in integral multiples of $1,000 1% in excess thereof; providedPROVIDED, HOWEVER, that the final $272,735,507.43 distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, issued to the Holder of the Special Interests in minimum denominations corresponding to an Ownership Percentage of 1% of each of the Class I and may Class II Certificates. Each Class of Trust Certificates shall be executed in the name and on behalf of the Issuing Entity Trust by manual or facsimile signature of an Authenticating Agentauthorized officer of the Owner Trustee, and the Owner Trustee shall have power and authority and is hereby authorized and empowered, in the name and on behalf of the Trust, to authorize, execute, authenticate, issue and deliver each Class of Trust Certificates, the Special Interests and the Voting Interest. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing EntityTrust, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Except as provided in Section 3.10, the a transferee of such a Class of Trust Certificate Certificates shall become a Trust Certificateholder of such Class and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder of such Class hereunder, upon due registration of such transferee’s acceptance Class of a Trust Certificate duly registered Certificates in such transferee’s 's name pursuant to Section 3.043.4.

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof; provided, that the final $272,735,507.43 distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0[250,000]. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. The Trust Certificate shall be issued in the name of the Depositor. Upon delivery to the Depositor, the Owner Trustee and the Certificate Registrar of a letter in the form of Exhibit C, any Trust Certificate shall be reissued in the name and in the denomination set forth in such letter. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity Trust by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing EntityTrust, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

The Trust Certificates. (a) The Class A and Class B Trust ---------------------- Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balancein one or more registered definitive, substantially physical certificates, in the form set forth in Exhibit A, in minimum denominations of at least $250,000 __________ and in integral multiples of $1,000 ________ in excess thereof; provided, that the final $272,735,507.43 distributed . The Class C Trust Certificates shall be initially issued to the Seller as a single Certificate in a percentage interest of 100%. The Class C Trust Certificateholders under the Basic Documents Certificates shall be deemed to repay the Certificate Balance in full and reduce the face amount divisible into denominations of the Trust Certificates to $0a single class representing minimum percentage interests of not less than 5%. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature of an Authenticating Agentauthorized officer of the Owner Trustee, and the Owner Trustee shall have the power and authority and it is hereby authorized and empowered, in the name and on behalf of the Trust to authorize, execute, issue and deliver the Trust Certificates. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing EntityTrust, shall be validly issued and entitled to the benefits benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration A transferee of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder Certificateholder, and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon due registration of such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s 's name pursuant to Section 3.043.4.

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof; provided, that the final $272,735,507.43 distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0250,000. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. The Trust Certificate shall be issued in the name of the Depositor. Upon delivery to the Depositor, the Owner Trustee and the Certificate Registrar of a letter in the form of Exhibit C, any Trust Certificate shall be reissued in the name and in the denomination set forth in such letter. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or (NALT 20[•]-[•] Amended and Restated Trust Agreement) did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 [250,000] and in integral multiples of $1,000 [1,000] in excess thereof; provided, that the final $272,735,507.43 [•] distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.. 5 (NALT 20[●]-[●] Amended and Restated Trust Agreement)

The Trust Certificates. (a) The Trust Certificates shall ----------------------- be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit AA hereto, with an initial Certificate Balance of $32,362,457. The Trust Certificates shall be issued in minimum denominations of $250,000 100,000 and in integral multiples of $1,000 in excess thereof; provided, provided however that the final $272,735,507.43 distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no one Trust Certificate may be sold, pledged, exchanged or otherwise transferred to issued in a denomination that represents any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation residual amount of such Sections shall be null and void. (b) the Initial Certificate Balance. The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may shall be executed on behalf of the Issuing Entity Trust by manual or facsimile signature of an Authenticating Agentauthorized officer of the Owner Trustee. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing EntityTrust, shall be validly issued and entitled to the benefits benefit of this the Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration Notwithstanding the foregoing or any other provision contained herein, so long as the Certificateholder Collateral Purchase Option or the Note Purchase Option is outstanding, there shall only be a single holder of a transfer all of a the Trust Certificates which Certificateholder shall also own such options. (b) On the Closing Date, the Trust Certificates, in the initial Certificate is permitted Balance of $32,362,457, shall be issued to TMA Acceptance Corp. in exchange for the purchase price of $32,362,457 and registered in the name of TMA Acceptance Corp. The Trust hereby directs that such cash amount be paid to, or at the direction of, the Depositor as part of the consideration for the purchase of the Trust Estate pursuant to Section 3.04 the terms of the Sale and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04Servicing Agreement.

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof; provided, that the final $272,735,507.43 distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0_________. Except for the issuance of the Trust Certificate to the DepositorTransferor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “"transfer”") in violation of such Sections shall be null and void. The Trust Certificate shall be issued in the name of the Transferor. Upon delivery to the Transferor, the Owner Trustee and the Certificate Registrar of a letter in the form of Exhibit C, any Trust Certificate shall be reissued in the name and in the denomination set forth in such letter. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity Trust by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing EntityTrust, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s 's acceptance of a Trust Certificate duly registered in such transferee’s 's name pursuant to Section 3.04.

The Trust Certificates. (a) The Trust Certificates shall be issued with an initial face amount equal to the Initial Trust Certificate Balance, substantially in the form set forth in Exhibit A, in minimum denominations of $250,000 [250,000] and in integral multiples of $1,000 [1,000] in excess thereof; provided, that the final $272,735,507.43 [•] distributed to the Trust Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Trust Certificates to $0. Except for the issuance of the Trust Certificate to the Depositor, no Trust Certificate may be sold, pledged, exchanged or otherwise transferred to any Person except in accordance with Sections 3.04 and 3.10 and any attempted sale, pledge, exchange or transfer (each referred to hereinafter as a “transfer”) in violation of such Sections shall be null and void. (b) The Trust Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, and may be executed on behalf of the Issuing Entity by manual or facsimile signature of an Authenticating Agent. Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuing Entity, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates. Table of Contents If registration of a transfer of a Trust Certificate is permitted pursuant to Section 3.04 and Section 3.10, the transferee of such Trust Certificate shall become a Trust Certificateholder and shall be entitled to the rights and subject to the obligations of a Trust Certificateholder hereunder, upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.