Common use of Establishment of Trust Account Clause in Contracts

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Home Loan Owner Trust 200__-__". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer and the Noteholders. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master ServicerIndenture Trustee, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee First Trust of New York, National Association for the benefit of the Owner Trustee or Co-Owner Trustee one or more Eligible Accounts which, so long as which while the Indenture Co-Owner Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution AccountCERTIFICATE DISTRIBUTION ACCOUNT, _________________________FIRST TRUST OF NEW YORK, as Indenture Trustee on behalf of the Owner TrusteeNATIONAL ASSOCIATION, the OwnersAS CO-OWNER TRUSTEE, the Noteholders [and the Securities Insurer,] in trust for the ____________ Home Loan Owner Trust 200__-__IN TRUST FOR THE MEGO MORTGAGE HOME LOAN ASSET BACKED SECURITIES, SERIES 1997-2". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Co-Owner Trustee and the Paying Agent or Owner Trustee in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners Owners, the Securities Insurer and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent Co-Owner Trustee for the benefit of the Owners, the Securities Insurer and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(bSections 5.01(c) and 5.03 of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee Co-Owner Trustee, or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master ServicerIndenture Trustee, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee First Trust of New York, National Association for the benefit of the Owner Trustee or Co-Owner Trustee one or more Eligible Accounts which, so long as which while the Indenture Co-Owner Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution AccountCERTIFICATE DISTRIBUTION ACCOUNT, _________________________FIRST TRUST OF NEW YORK, as Indenture Trustee on behalf of the Owner TrusteeNATIONAL ASSOCIATION, the OwnersAS CO-OWNER TRUSTEE, the Noteholders [and the Securities Insurer,] in trust for the ____________ Home Loan Owner Trust 200__-__IN TRUST FOR THE MEGO MORTGAGE HOME LOAN ASSET BACKED SECURITIES, SERIES 1997-1". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Co-Owner Trustee and the Paying Agent or Owner Trustee in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners Owners, the Securities Insurer and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent Co-Owner Trustee for the benefit of the Owners, the Securities Insurer and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(bSections 5.01(c) and 5.03 of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee Co-Owner Trustee, or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master ServicerIndenture Trustee, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee First Bank National Association for the benefit of the Owner Trustee or Co-Owner Trustee one or more Eligible Accounts which, so long as which while the Indenture Co-Owner Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution AccountCERTIFICATE DISTRIBUTION ACCOUNT, _________________________FIRST BANK NATIONAL ASSOCIATION, as Indenture Trustee on behalf of the Owner TrusteeAS INDENTURE TRUSTEE AND CO-OWNER TRUSTEE, the OwnersIN TRUST FOR THE MEGO MORTGAGE HOME LOAN ASSET BACKED CERTIFICATES, the Noteholders [and the Securities Insurer,] in trust for the ____________ Home Loan Owner Trust 200__-__SERIES 1997-3". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Co-Owner Trustee and the Paying Agent or Owner Trustee in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent Co-Owner Trustee for the benefit of the Owners, the Securities Insurer Owners and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(bSections 5.01(c) and 5.03 of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee Co-Owner Trustee, or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall ------------------------------ cause the Master Servicer, for the benefit of the Owners[, the Noteholders [and the Securities Insurer,] and the Noteholders, to establish and maintain with the Indenture Trustee for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled ["Certificate Distribution Account], [_________________________], as Indenture Trustee on behalf of the Owner Trustee, the Owners[, the Noteholders [and the Securities Insurer,] and the Noteholders, in trust for the [____________ Home Loan _____] Owner Trust 200__-____-__". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Master Servicing Agreement. All of the right, title and interest of the Owner Trustee [and the Paying Agent Agent] in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Master Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee [or Paying Agent Agent] for the benefit of the Owners[, the Securities Insurer Insurer] and the Noteholders. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Master Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Master Servicing Agreement and the Indenture, including, without limitation, the provisions of [Section 5.02(b4.02(b) of of] the Sale and Master Servicing Agreement regarding distributions from ---------------- the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Master Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall ------------------------------ cause the Master Servicer, for the benefit of the Owners[, the Noteholders [and the Securities Insurer,] and the Noteholders, to establish and maintain with the Indenture Trustee for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled ["Certificate Distribution Account], [_________________________], as Indenture Trustee on behalf of the Owner Trustee, the Owners[, the Noteholders [and the Securities Insurer,] and the Noteholders, in trust for the [____________ Home Loan _____] Owner Trust 200__-____-__". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Master Servicing Agreement. All of the right, title and interest of the Owner Trustee [and the Paying Agent Agent] in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Master Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee [or Paying Agent Agent] for the benefit of the Owners[, the Securities Insurer Insurer] and the Noteholders. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Master Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Master Servicing Agreement and the Indenture, including, without limitation, the provisions of [Section 5.02(b4.02(b) of of] the Sale and Master Servicing Agreement regarding --------------- distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Master Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] , to establish and maintain with the Indenture Trustee U.S. Bank National Association for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________U.S. Bank National Association, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] , in trust for the ____________ Empire Funding Home Loan Owner Trust 200__-__Asset Backed Securities, Series 1998-3". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Owner Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "“Certificate Distribution Account, __________ __________________________, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Home Loan Owner Trust 200__-20__-__"”. Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer and the Noteholders. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee U.S. Bank National Association for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________U.S. Bank National Association, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Empire Funding Home Loan Owner Trust 200__-__Asset Backed Securities, Series 1998-1". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer Owners and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Owner Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b5.02(c) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "“Certificate Distribution Account, _________________________, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Home Mortgage Loan Owner Trust 200__-__"”. Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners[, the Securities Insurer Insurer] and the Noteholders. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee The Bank of New York for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________The Bank of New York, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Master Financial Home Loan Owner Trust 200__-__Asset Backed Securities, Series 1998-2". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer Owners and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Owner Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b5.02(c) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master ServicerTrustee, for the benefit of the Owners, the Noteholders [Subordinated Interest Holders and the Securities Insurer,] to Holder of the Residual Certificate, shall establish and maintain with in the Indenture Trustee name of the Trust an Eligible Securities Account (the "Certificate Distribution Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Subordinated Interest Holders. The Owner Trustee, shall be entitled for the benefit of the Subordinated Interest Holders and the Holder of the Residual Certificate, shall, upon the written request of the Servicer, establish and maintain in the name of the Trust an Eligible Securities Account (the "Certificate Distribution Yield Supplement Account"), _________________________, as Indenture Trustee on behalf bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Subordinated Interest Holders. The Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Home Loan Owner Trust 200__-__". Funds Trustee shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the possess all right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and the Certificate Yield Supplement Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefromthereof. Except as otherwise expressly provided herein or in the Sale and Servicing Agreementherein, the Certificate Distribution Account and the Certificate Yield Supplement Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the OwnersSubordinated Interest Holders. If, the Securities Insurer and the Noteholders. In addition to the foregoingat any time, the Certificate Distribution Account is a Trust or the Certificate Yield Supplement Account under ceases to be an Eligible Securities Account, the Sale and Servicing Agreement and constitutes part Owner Trustee (or the Seller on behalf of the Trust Estate pledged by Owner Trustee, if the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b) of the Sale and Servicing Agreement regarding distributions from or the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct Yield Supplement Account is not then held by the Owner Trustee or Indenture Trustee an affiliate thereof) shall within 10 Business Days following notification of such occurrence (or their successor in interestsuch longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Certificate Distribution Account or Certificate Yield Supplement Account, as the Permitted case may be, as an Eligible Securities Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account or Certificate Yield Supplement Account, as the case may be. Funds on deposit in the Certificate Yield Supplement Account shall be invested by the Owner Trustee, at the written direction of the Servicer, in Eligible Investments selected by the Servicer; PROVIDED, HOWEVER, it is understood and agreed that the Owner Trustee shall not be liable for any loss arising from such investment in which Eligible Investments (other than losses from nonpayment of investments in obligations of The Chase Manhattan Bank). All such Eligible Investments shall be held by the Owner Trustee for the benefit of the Subordinated Interest Holders. Funds on deposit in the Certificate Yield Supplement Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Transfer Date preceding the immediately following Distribution Date; PROVIDED, HOWEVER, that funds on deposit in the Trust Accounts (as Certificate Yield Supplement Account may be invested in Eligible Investments of The Chase Manhattan Bank which may mature so that such term is defined funds will be available on the Distribution Date. Funds deposited in the Sale and Servicing Agreement) may Certificate Yield Supplement Account on a Transfer Date which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight, but if so invested, such investments must meet the conditions of the immediately preceding sentence.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Home Loan Owner Trust 200__-199__-__". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer and the Noteholders. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Home Loan Owner Trust 200__-__". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners[, the Securities Insurer Insurer] and the Noteholders. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee ------------------------------ shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee [_______________________] for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, [_________], on behalf of the Owner Trustee, in trust for the [________________, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Home Loan Owner Trust 200__-Asset Backed Securities, Series 199[_]-[__]". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer Owners and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Owner Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b5.02(c) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee [Bankers Trust Company] for the benefit of the Owner Trustee or Co-Owner Trustee one or more Eligible Accounts which, so long as which while the Indenture Co- Owner Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled ["Certificate Distribution AccountCERTIFICATE DISTRIBUTION ACCOUNT, _________________________BANKERS TRUST COMPANY, as Indenture Trustee on behalf of the Owner TrusteeAS CO- OWNER TRUSTEE, the OwnersIN TRUST FOR THE PREFERRED CREDIT ASSET BACKED SECURITIES, the Noteholders [and the Securities Insurer,] in trust for the ____________ Home Loan Owner Trust 200__-_SERIES 199_-_". .] Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Co-Owner Trustee and the Paying Agent or Owner Trustee in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners Owners, [the Securities Insurer,] and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent Co-Owner Trustee for the benefit of the Owners, the [Securities Insurer Insurer] and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b5.06(c) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company by virtue of its acceptance of the Company Certificates, agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee Co-Owner Trustee, or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee U.S. Bank National Association for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________U.S. Bank National Association, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Empire Funding Home Loan Owner Trust 200__-__Asset Backed Securities, Series 1997-5". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer Owners and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Owner Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b5.02(c) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] , to establish and maintain with the Indenture Trustee for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________First Union National Bank, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] , in trust for the ____________ Fremont Home Loan Owner Trust 200__-__1999-1". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer and the Noteholders. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee U.S. Bank National Association for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________U.S. Bank National Association, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Empire Funding Home Loan Owner Trust 200__-__Asset Backed Securities, Series 1998-2". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer Owners and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Owner Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b5.02(c) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] , to establish and maintain with the Indenture Trustee for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________First Union National Bank, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] , in trust for the ____________ Fremont Home Loan Owner Trust 200__-__1999-2". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer and the Noteholders. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee First Bank National Association for the benefit of the Owner Trustee or Co-Owner Trustee one or more Eligible Accounts which, so long as which while the Indenture Co-Owner Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution AccountCERTIFICATE DISTRIBUTION ACCOUNT, _________________________FIRST BANK NATIONAL ASSOCIATION, as Indenture Trustee on behalf of the Owner TrusteeAS CO-OWNER TRUSTEE, the OwnersIN TRUST FOR THE FIRSTPLUS ASSET BACKED SECURITIES, the Noteholders [and the Securities Insurer,] in trust for the ____________ Home Loan Owner Trust 200__-__SERIES 1997-1". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Co-Owner Trustee and the Paying Agent or Owner Trustee in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners Owners, the Securities Insurer and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent Co-Owner Trustee for the benefit of the Owners, the Securities Insurer and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b5.06(c) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company by virtue of its acceptance of the FRH Certificates, agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee Co-Owner Trustee, or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee U.S. Bank National Association for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________U.S. Bank National Association, as Indenture Trustee on behalf of the Owner Trustee, Trustee and the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Empire Funding Home Loan Owner Trust 200__-__Asset Backed Securities, Series 1999-1". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer Owners and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Owner Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b5.02(c) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners[, the Noteholders [and the Securities Insurer,] and the Noteholders, to establish and maintain with the Indenture Trustee for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "[“Certificate Distribution Account], _________________________[ ], as Indenture Trustee on behalf of the Owner Trustee, the Owners[, the Noteholders [and the Securities Insurer,] and the Noteholders, in trust for the ____________ Home Loan Owner [ ] MBSC Trust 200__-__"- ”. Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing AgreementIndenture. All of the right, title and interest of the Owner Trustee [and the Paying Agent Agent] in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing AgreementIndenture, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee [or Paying Agent Agent] for the benefit of the Owners[, the Securities Insurer Insurer] and the Noteholders. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement Indenture and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing AgreementIndenture) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee Norwest Bank Minnesota, National Association for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________Norwest Bank Minnesota, as Indenture Trustee National Association, on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Life Financial Home Loan Owner Trust 200__-__". Asset Backed Securities, Series 1997-3." Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer Owners and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Owner Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b5.02(c) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company Transferor agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.

Establishment of Trust Account. The Owner Trustee shall cause the Master Servicer, for the benefit of the Owners, the Noteholders [and the Securities Insurer,] to establish and maintain with the Indenture Trustee U.S. Bank National Association for the benefit of the Owner Trustee one or more Eligible Accounts which, so long as the Indenture Trustee holds such Trust Account on behalf of the Owner Trustee, shall be entitled "Certificate Distribution Account, _________________________U.S. Bank National Association, as Indenture Trustee on behalf of the Owner Trustee, the Owners, the Noteholders [and the Securities Insurer,] in trust for the ____________ Empire Funding Home Loan Owner Trust 200__-__Asset Backed Securities, Series 1997-4". Funds shall be deposited in the Certificate Distribution Account as required by the Sale and Servicing Agreement. All of the right, title and interest of the Owner Trustee and the Paying Agent in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof shall be held for the benefit of the Owners and such other persons entitled to distributions therefrom. Except as otherwise expressly provided herein or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee or Paying Agent for the benefit of the Owners, the Securities Insurer Owners and the NoteholdersServicer. In addition to the foregoing, the Certificate Distribution Account is a Trust Account under the Sale and Servicing Agreement and constitutes part of the Trust Estate pledged by the Trust to the Indenture Trustee under the Indenture. The Certificate Distribution Account shall be subject to and established and maintained in accordance with the applicable provisions of the Sale and Servicing Agreement and the Indenture, including, without limitation, the provisions of Section 5.02(b5.02(c) of the Sale and Servicing Agreement regarding distributions from the Certificate Distribution Account. The Company agrees to direct and shall have the sole authority to direct the Owner Trustee or Indenture Trustee or their successor in interest, as to the Permitted Investments in which the funds on deposit in the Trust Accounts (as such term is defined in the Sale and Servicing Agreement) may be invested.