Common use of above Clause in Contracts

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 No. A-4-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Million Five Hundred Eighty-Nine Thousand Dollars ($17,589,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 Note and the denominator of which is the aggregate principal amount of all Class A-4 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May 1, 1998 between the Issuer and The Bank of New York, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 74,260,000 No. A-4A-1-1 CUSIP NO. 57634N BG 7 BD 4 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% A-1 FLOATING RATE HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Seventy Four Million Five Two Hundred Eighty-Nine Sixty Thousand Dollars ($17,589,00074,260,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 A-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May 1, 1998 between the Issuer and The Bank of New York, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 28,084,000 No. A-4A-3-1 CUSIP NO. 57634N BG 7 BF 9 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07A-3 6.60% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Twenty-Eight Million Five Hundred Eighty-Nine Four Thousand Dollars ($17,589,00028,084,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-3 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-3 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 A-3 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May 1, 1998 between the Issuer and The Bank of Of New York, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. .. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 21,715,000 No. A-4M-1-1 CUSIP NO. 57634N BG 7 BH 5 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07M-1 7.29% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Twenty-One Million Five Seven Hundred Eighty-Nine Fifteen Thousand Dollars ($17,589,00021,715,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 M-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 M-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 M-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May 1, 1998 between the Issuer and The Bank of New York, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 32,072,000 No. A-4A-2-1 CUSIP NO. 57634N BG 7 BE 2 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07A-2 6.34% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Thirty-Two Million Five Hundred EightySeventy-Nine Two Thousand Dollars ($17,589,00032,072,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-2 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-2 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 A-2 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May 1, 1998 between the Issuer and The Bank of New York, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 19,543,500 No. A-4M-2-1 CUSIP NO. 57634N BG 7 BJ 1 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07M-2 7.60% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Nineteen Million Five Hundred EightyForty-Nine Three Thousand Five Hundred Dollars ($17,589,00019,543,500) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 M-2 Note and the denominator of which is the aggregate principal amount of all Class A-4 M-2 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 M-2 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May 1, 1998 between the Issuer and The Bank of New York, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 7,200,000.00 No. A-4M-2-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% 25500P AF 3 DITECH HOME LOAN OWNER TRUST 1997-1 CLASS M-2 7.35% ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION DITECH HOME LOAN OWNER TRUST 19981997-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Seven Million Five Two Hundred Eighty-Nine Thousand Dollars ($17,589,0007,200,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 M-2 Note and the denominator of which is the aggregate principal amount of all Class A-4 M-2 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 M-2 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Class Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The Bank of New York, a national New York banking associationcorporation, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLYThe parties agree that if Buyer is combined or merged with one (1) or more affiliates of InfoCure, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 No. A-4-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2, then InfoCure shall endeavor to track and determine in a business trust organized fair and existing under the laws equitable manner that portion of such new entity's gross profit which should fairly and reasonably be allocated as arising out of the State historical customer base and products and services of Delaware Buyer and Seller as previously conducted. Similarly, the parties agree that a reasonable allocation shall be made for any gross profit derived through the joint efforts of Buyer, on the one side, and InfoCure or other affiliates of InfoCure, on the other. If the amount of gross profit at the end of the first twelve (herein referred to as 12) month period (the "IssuerFirst Earnout Period") is in excess of $3,200,000.00, then the First Earnout Period Amount for the First Earnout Period shall be the amount of such excess times fifty percent (50%), for value received, hereby promises to pay to CEDE & CObut in no event more than $375,000.00. The Earnout Amount shall not be paid until ninety (90) days following the last day of the First Earnout Period and must be repaid in full if Xxxxxx has not remained employed with Buyer or registered assigns, the principal sum an affiliate of Seventeen Million Five Hundred Eighty-Nine Thousand Dollars ($17,589,000) payable on each Payment Date in an amount equal Buyer pursuant to the result obtained by multiplying terms of this Section 2.1.2., which repayment shall be made within ninety (90) days following termination of Xxxxxx'x employment. If the cumulative amount of gross profit at the end of the twenty-four (24) month period is in excess of $6,400,000.00, then the Cumulative Earnout Period Amount shall be the (i) a fraction the numerator of which is the initial principal amount of this Class A-4 Note and the denominator of which is the aggregate principal amount of all Class A-4 Notes by such excess times (ii) fifty percent (50%), but in no event more than $750,000.00 less the aggregate amountFirst Earnout Period Amount previously paid for the First Earnout Period. Should the Earnout Amount be negative at the end of either the First Earnout Period or the Cumulative Earnout Period, then no amounts shall be due Buyer by Seller with respect to each such period. For example, if during the twelve (12) month period ending October 31, 1998, Buyer has a gross profit of $6,000,000.00, then the First Earnout Period Amount paid to Seller shall be $375,000.00. If the gross profit in the twelve (12) month period ending October 31, 1999 is $3,000,000.00, then the Cumulative Earnout Period Amount shall be $375,000,00. Alternately, if the facts are the same as above, except that the gross profit earned in the first twelve (12) month period is only $4,000,000.00 then the First Earnout Period Amount shall be $375,000.00 and the Cumulative Earnout Period Amount shall be $0.00. The foregoing examples assume that Xxxxxx remains employed with Buyer through October 31, 1999. The First Earnout Period Amount or the Cumulative Earnout Period Amount, as the case may be, shall not be paid in cash but in shares of InfoCure's Stock valued at the average of the closing bid price per share of the Stock for the five (5) trading days on which such stock is traded immediately preceding the last day of the First Earnout Period or the Cumulative Earnout Period, as the case may be. Buyer agrees to keep adequate books of account with respect to Seller's business so that the gross profit of such business can be readily determined. In order to insure the parties hereto that both the Earnout and the Net Worth portions of the Purchase Price are computed by the Accountants in accordance with this Agreement and with GAAP in a fair and disinterested manner, the parties agree as follows: Each party shall have the right to examine during normal business hours such books and records of the other party as may be reasonably necessary in order to verify any payable from determination of the Note Payment Account Accountants under this Agreement. If any party disagrees with any such determination, then that party may submit, at its sole expense, within thirty (30) days an alternate determination prepared by a certified public accountant, which the other party may accept or reject in respect its reasonable discretion. If the other party rejects the alternate determination, then the contesting party shall be entitled to submit such dispute to a certified public accountant acceptable to both parties who shall determine the accuracy and correctness of principal on the Class A-4 Notes pursuant to Section 5.01(d) and Accountant's original determination. Both parties shall each bear one-half (e1/2) of the Sale and Servicing Agreement dated expenses of such certified public accountant. Any additional amounts payable by a party as a result of May 1, 1998; provided, however, that the entire unpaid principal amount of this Note other party's alternate determination shall be due and payable on made within fifteen (15) days following the earlier acceptance of (i) such alternate determination or the applicable Maturity Dateresolution of such dispute, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May 1, 1998 between the Issuer and The Bank of New York, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purposemay be.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 45,000,000.00 No. A-4M-1-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% 291701 BK 5 EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-4 CLASS M-1 7.29% ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 19981997-24, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Forty-Five Million Five Hundred Eighty-Nine Thousand Dollars ($17,589,00045,000,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 M-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 M-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 M-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 60,010,000.00 No. A-4A-1-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% 291701 BE 9 EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-4 CLASS A-1 Floating Rate ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 19981997-24, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Sixty Million Five Hundred Eighty-Nine Ten Thousand Dollars ($17,589,00060,010,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 A-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 27,570,000 No. A-4A-3-1 CUSIP NO. 57634N BG 7 MASTER 53184N AK2 LIFE FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% HOME LOAN OWNER TRUST 1997-3 CLASS A-3 7.12% ASSET BACKED NOTES MASTER LIFE FINANCIAL ASSET SECURITIZATION HOME LOAN OWNER TRUST 19981997-23, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Twenty Seven Million Five Hundred Eighty-Nine Seventy Thousand Dollars ($17,589,00027,570,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-3 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-3 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 A-3 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May December 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders Noteholders, has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May December 1, 1998 1997 between the Issuer and The Norwest Bank of New YorkMinnesota, National Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 20,193,700 No. A-4M-1-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL 291701 CE 8 EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-5 CLASS M-1 7.23% ASSET SECURITIZATION BACKED NOTES EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-2 CLASS A-4 7.07% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Twenty Million Five One Hundred EightyNinety-Nine Three Thousand Seven Hundred Dollars ($17,589,00020,193,700) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 M-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 M-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 M-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May February 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May February 1, 1998 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 57,530,000 No. A-4A-1-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION 291701 BZ 2 EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-2 1 CLASS A-4 7.07% HOME LOAN A-1 Floating Rate ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Fifty Seven Million Five Hundred Eighty-Nine Thirty Thousand Dollars ($17,589,00057,530,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 A-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May February 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May February 1, 1998 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 36,928,000 No. A-4A-2-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION 291701 CA 6 EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-2 1 CLASS A-4 7.07A-2 6.22% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Thirty-Six Million Five Nine Hundred EightyTwenty-Nine Eight Thousand Dollars ($17,589,00036,928,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-2 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-2 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 A-2 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May February 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May February 1, 1998 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 22,500,000 No. A-4M-2-1 CUSIP NO. 57634N BG 7 MASTER 53184N AN6 LIFE FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% HOME LOAN OWNER TRUST 1997-3 CLASS M-2 7.96% ASSET BACKED NOTES MASTER LIFE FINANCIAL ASSET SECURITIZATION HOME LOAN OWNER TRUST 19981997-23, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Twenty Two Million Five Hundred Eighty-Nine Thousand Dollars ($17,589,00022,500,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 M-2 Note and the denominator of which is the aggregate principal amount of all Class A-4 M-2 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 M-2 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May December 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders Noteholders, has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May December 1, 1998 1997 between the Issuer and The Norwest Bank of New YorkMinnesota, National Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a rate per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 32,313,000.00 No. A-4-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION 291701 BH 2 EMPIRE FUNDING HOME LOAN OWNER TRUST 19981997-2 4 CLASS A-4 7.077.30% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 19981997-24, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Thirty-Two Million Five Three Hundred Eighty-Nine Thirteen Thousand Dollars ($17,589,00032,313,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 Note and the denominator of which is the aggregate principal amount of all Class A-4 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 23,094,000 No. A-4A-3-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION 291701 CB 4 EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-2 1 CLASS A-4 7.07A-3 6.26% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Twenty-Three Million Five Hundred EightyNinety-Nine Four Thousand Dollars ($17,589,00023,094,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-3 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-3 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 A-3 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May February 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May February 1, 1998 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. .. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 18,000,000.00 No. A-4B-1-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% 291701 BM 1 EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-4 CLASS B-1 7.73% ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 19981997-24, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Eighteen Million Five Hundred Eighty-Nine Thousand Dollars ($17,589,00018,000,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 B-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 B-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 B-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 80,000,000 No. A-4A-1-1 CUSIP NO. 57634N BG 7 MASTER 53184N AH9 LIFE FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% HOME LOAN OWNER TRUST 1997-3 CLASS A-1 Floating Rate ASSET BACKED NOTES MASTER LIFE FINANCIAL ASSET SECURITIZATION HOME LOAN OWNER TRUST 19981997-23, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Eighty Million Five Hundred Eighty-Nine Thousand Dollars ($17,589,00080,000,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 A-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May December 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders Noteholders, has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May December 1, 1998 1997 between the Issuer and The Norwest Bank of New YorkMinnesota, a national banking associationNational Association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 17,700,000.00 No. A-4M-1-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% 25500P AE 6 DITECH HOME LOAN OWNER TRUST 1997-1 CLASS M-1 7.25% ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION DITECH HOME LOAN OWNER TRUST 19981997-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Million Five Seven Hundred Eighty-Nine Thousand Dollars ($17,589,00017,700,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 M-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 M-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 M-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Class Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The Bank of New York, a national New York banking associationcorporation, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 19,500,000.00 No. A-4M-2-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% 291701 BL 3 EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-4 CLASS M-2 7.41% ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 19981997-24, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Nineteen Million Five Hundred Eighty-Nine Thousand Dollars ($17,589,00019,500,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 M-2 Note and the denominator of which is the aggregate principal amount of all Class A-4 M-2 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 M-2 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 24,897,000.00 No. A-4A-3-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% 25500P AC 0 DITECH HOME LOAN OWNER TRUST 1997-1 CLASS A-3 6.71% ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION DITECH HOME LOAN OWNER TRUST 19981997-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Twenty-Four Million Five Eight Hundred EightyNinety-Nine Seven Thousand Dollars ($17,589,00024,897,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-3 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-3 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 A-3 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Class Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The Bank of New York, a national New York banking associationcorporation, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 22,945,000.00 No. A-4X-0-0 XXXXX XX. 00000X XX 2 DITECH HOME LOAN OWNER TRUST 1997-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07A-2 6.59% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION DITECH HOME LOAN OWNER TRUST 19981997-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Twenty-Two Million Nine Hundred Forty-Five Hundred Eighty-Nine Thousand Dollars ($17,589,00022,945,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-2 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-2 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 A-2 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Class Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The Bank of New York, a national New York banking associationcorporation, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 31,843,000 No. A-4-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION 291701 CC 2 EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-2 1 CLASS A-4 7.076.64% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Thirty-One Million Five Eight Hundred EightyForty-Nine Three Thousand Dollars ($17,589,00031,843,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 Note and the denominator of which is the aggregate principal amount of all Class A-4 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May February 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May February 1, 1998 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREINEach Holder hereof, by its acceptance hereof, will be deemed to have agreed to be bound by the provisions of the Registration Rights Agreement. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 --------------------------- FIRST BRANDS CORPORATION 7.25% SENIOR NOTES DUE 2007 SERIES A CUSIP No. A-4-1 CUSIP NO___________ No. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2__________ $__________ FIRST BRANDS CORPORATION, a business trust organized and existing Delaware corporation (the "Company", which term includes any successor corporation under the laws of the State of Delaware (herein Indenture hereinafter referred to as the "Issuer"to), for value received, hereby promises to pay to CEDE & CO. ___________ or registered assigns, the principal sum of Seventeen Million Five Hundred Eighty-Nine Thousand Dollars ($17,589,000) payable _____________ United States dollars on March 1, 2007, at the office or agency of the Company referred to below, and to pay interest thereon on March 1 and September 1, of each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 Note and the denominator of which is the aggregate principal amount of all Class A-4 Notes by (ii) the aggregate amountyear, if any payable commencing on September 1, 1997, accruing from March 1, 1997 or from the Note Payment Account in respect of principal on the Class A-4 Notes pursuant most recent date to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May 1which interest has been paid or duly provided for, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May 1, 1998 between the Issuer and The Bank of New York, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate of 7.25% per annum shown above on each Payment Date annum, until the principal of this Note hereof is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%duly provided for. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will shall be computed on the basis of a 360-day year of twelve 30-day months. Such The interest so payable, and punctually paid or duly provided for, on any interest payment date will, as provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the February 15 or August 15, whether or not a Business Day, as the case may be, next preceding such interest payment date. Any such interest not so punctually paid, or duly provided for, and interest on such defaulted interest at the then applicable interest rate borne by the Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such record date, and may be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of the Depositary or any clearing agency through which clearing of trades of the Securities regularly takes place or any securities exchange on which the Securities may be listed, and upon such notice as may be required by the Depositary or any such clearing agency or exchange, all as more fully provided in such Indenture. In addition, the Company may be obligated to pay additional interest pursuant to certain provisions of the Registration Rights Agreement. If this Security is a Global Security, all payments in respect of this Security will be made to the Depositary or its nominee in immediately available funds in accordance with customary procedures established from time to time by the Depositary. If this Security is a Global Security and a Restricted Security, reference is made to the restriction on ownership of beneficial interests herein contained in the Indenture. If this Security is not a Global Security, payment of the principal of of, premium, if any, and interest on this Note shall Security will be paid made at the office or agency of the Company maintained for that purpose in The City of New York, or at such other office or agency of the manner specified on the reverse hereof. The principal of and interest on this Note are payable Company as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments ; provided, however, that payment of interest may be made at the option of the Company by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then check mailed to the unpaid principal address of this Notethe person entitled thereto as such address shall appear on the Security Register. Reference is hereby made to the further provisions of this Note Security set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been duly executed by the Indenture Trustee whose name appears below referred to on the reverse hereof by manual signature, this Note Security shall not be entitled to any benefit under the Indenture referred to on the reverse hereofIndenture, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 24,636,000.00 No. A-4A-1-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% 25500P AA 4 DITECH HOME LOAN OWNER TRUST 1997-1 CLASS A-1 Floating Rate ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION DITECH HOME LOAN OWNER TRUST 19981997-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Twenty-Four Million Five Hundred EightySix hundred and Thirty-Nine Six Thousand Dollars ($17,589,00024,636,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 A-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Class Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The Bank of New York, a national New York banking associationcorporation, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 15,353,000.00 No. A-4A-5-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% 291701 BJ 8 EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-4 CLASS A-5 ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 19981997-24, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Fifteen Million Five Three Hundred EightyFifty-Nine Three Thousand Dollars ($17,589,00015,353,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-5 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-5 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 A-5 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the a rate per annum shown above equal to 7.66% on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on this Note shall accrue interest at a rate per annum equal to 8.16% from and after the first day of the month in which the Clean-up Call Date (as defined in the Sale and Servicing Agreement) occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 18,462,800 No. A-4M-2-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION 291701 CF 5 EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-2 1 CLASS A-4 7.07M-2 7.43% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Eighteen Million Five Four Hundred EightySixty-Nine Two Thousand Eight Hundred Dollars ($17,589,00018,462,800) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 M-2 Note and the denominator of which is the aggregate principal amount of all Class A-4 M-2 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 M-2 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May February 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May February 1, 1998 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 24,790,000 No. A-4-1 CUSIP NO. 57634N BG 7 MASTER 53184N AL0 LIFE FINANCIAL ASSET SECURITIZATION HOME LOAN OWNER TRUST 19981997-2 3 CLASS A-4 7.077.54% HOME LOAN ASSET BACKED NOTES MASTER LIFE FINANCIAL ASSET SECURITIZATION HOME LOAN OWNER TRUST 19981997-23, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Twenty Four Million Five Seven Hundred Eighty-Nine Ninety Thousand Dollars ($17,589,00024,790,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 Note and the denominator of which is the aggregate principal amount of all Class A-4 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May December 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders Noteholders, has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May December 1, 1998 1997 between the Issuer and The Norwest Bank of New YorkMinnesota, National Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a rate per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 48,890,000 No. A-4X-0-1 CUSIP NO0 XXXXX XX. 57634N BG 7 MASTER 00000X XX0 LIFE FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% HOME LOAN OWNER TRUST 1997-3 CLASS A-2 6.79% ASSET BACKED NOTES MASTER LIFE FINANCIAL ASSET SECURITIZATION HOME LOAN OWNER TRUST 19981997-23, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Forty Eight Million Five Eight Hundred Eighty-Nine Ninety Thousand Dollars ($17,589,00048,890,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-2 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-2 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 A-2 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May December 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders Noteholders, has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May December 1, 1998 1997 between the Issuer and The Norwest Bank of New YorkMinnesota, National Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 18,750,000 No. A-4-1 B-1 CUSIP NO. 57634N BG 7 MASTER 53184N AP1 LIFE FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% HOME LOAN OWNER TRUST 1997-3 CLASS B 9.09% ASSET BACKED NOTES MASTER LIFE FINANCIAL ASSET SECURITIZATION HOME LOAN OWNER TRUST 19981997-23, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Eighteen Million Five Seven Hundred Eighty-Nine Fifty Thousand Dollars ($17,589,00018,750,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 B Note and the denominator of which is the aggregate principal amount of all Class A-4 B Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 B Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May December 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders Noteholders, has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May December 1, 1998 1997 between the Issuer and The Norwest Bank of New YorkMinnesota, National Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a rate per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 No. A-4-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% 71,136,000.00 EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-4 CLASS A-2 7.16% ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 19981997-24, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Seventy-One Million Five One Hundred EightyThirty-Nine Sixty Thousand Dollars ($17,589,00071,136,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-2 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-2 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 A-2 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 16,154,950 No. A-4B-1-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION 291701 CG 3 EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-2 1 CLASS A-4 7.07B-1 8.56% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Sixteen Million Five One Hundred EightyFifty-Four Thousand Nine Thousand Hundred Fifty Dollars ($17,589,00016,154,950) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 B-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 B-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 B-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May February 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May February 1, 1998 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 18,501,075 No. A-4A-5-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION 291701 CD 0 EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-2 1 CLASS A-4 7.07A-5 7.18% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 1998-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Eighteen Million Five Hundred EightyOne Thousand Seventy-Nine Thousand Five Dollars ($17,589,00018,501,075) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-5 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-5 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 A-5 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May February 1, 1998; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May February 1, 1998 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 29,688,000.00 No. A-4A-3-1 CUSIP NO. 57634N 291701 BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% 4 EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-4 CLASS A-3 7.11% ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION EMPIRE FUNDING HOME LOAN OWNER TRUST 19981997-24, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Twenty-Nine Million Five Six Hundred Eighty-Nine Eight Thousand Dollars ($17,589,00029,688,000.00) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 A-3 Note and the denominator of which is the aggregate principal amount of all Class A-4 A-3 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 A-3 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The U.S. Bank of New YorkNational Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 27,500,000 No. A-4M-1-1 CUSIP NO. 57634N BG 7 MASTER 53184N AM8 LIFE FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% HOME LOAN OWNER TRUST 1997-3 CLASS M-1 7.76% ASSET BACKED NOTES MASTER LIFE FINANCIAL ASSET SECURITIZATION HOME LOAN OWNER TRUST 19981997-23, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Twenty Seven Million Five Hundred Eighty-Nine Thousand Dollars ($17,589,00027,500,000) payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 M-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 M-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Account in respect of principal on the Class A-4 M-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May December 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Noteholders Noteholders, has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May December 1, 1998 1997 between the Issuer and The Norwest Bank of New YorkMinnesota, National Association, a national banking association, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a rate per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Date during the calendar month preceding such Payment Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 See Schedule I Attached Hereto No. A-4B-1-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION TRUST 1998-2 CLASS A-4 7.07% 25500P AG 1 DITECH HOME LOAN OWNER TRUST 1997-1 CLASS B-1 7.69% ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION DITECH HOME LOAN OWNER TRUST 19981997-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Million Five Hundred Eighty-Nine Thousand Dollars ($17,589,000) set forth on Schedule I attached hereto payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 B-1 Note and the denominator of which is the aggregate principal amount of all Class A-4 B-1 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 B-1 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Class Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The Bank of New York, a national New York banking associationcorporation, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

above. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. $17,589,000 13,622,000.00 No. A-4-1 CUSIP NO. 57634N BG 7 MASTER FINANCIAL ASSET SECURITIZATION 25500P AD 8 DITECH HOME LOAN OWNER TRUST 19981997-2 1 CLASS A-4 7.077.36% HOME LOAN ASSET BACKED NOTES MASTER FINANCIAL ASSET SECURITIZATION DITECH HOME LOAN OWNER TRUST 19981997-21, a business trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Seventeen Thirteen Million Five Six Hundred EightyTwenty-Nine Two Thousand Dollars ($17,589,00013,622,000.000) payable on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is the initial principal amount of this Class A-4 Note and the denominator of which is the aggregate principal amount of all Class A-4 Notes by (ii) the aggregate amount, if any payable from the Note Payment Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 5.01(d) and (e) of the Sale and Servicing Agreement dated as of May October 1, 19981997; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of (i) the applicable Maturity Date, (ii) the Termination Date, if any, pursuant to Section 11.01 of the Sale and Servicing Agreement or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee at the direction of or with the prior written consent of the Majority Highest Priority Classes Class Noteholders has declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture (the "Indenture") dated as of May October 1, 1998 1997 between the Issuer and The Bank of New York, a national New York banking associationcorporation, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment in full, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Distribution Date); provided, however, that commencing on the first day of the month in which the Clean-up Call Date occurs, the rate of interest payable on this Note shall be increased by a per annum rate equal to 0.50%. Interest on this Note will accrue for each Payment Distribution Date during the calendar month preceding such Payment Distribution Date (each, an "Accrual Period") (or in the case of the first Payment Date, beginning May 28, 1998). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.