EXECUTION COPY
ADMINISTRATION AGREEMENT
dated as of May 1, 1997
among
EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-2
(the "Issuer")
and
FIRST BANK NATIONAL ASSOCIATION, as Administrator
(the "Administrator")
and
EMPIRE FUNDING CORP.
(the "Company")
Home Loan Asset Backed Notes and Certificates, Series 1997-2
ADMINISTRATION AGREEMENT dated as of May 1, 1997, among EMPIRE FUNDING
HOME LOAN OWNER TRUST 1997-2, a Delaware business trust, as Issuer (the
"Issuer"), FIRST BANK NATIONAL ASSOCIATION, a national banking corporation,
------
not in its individual capacity but solely as Administrator (the
"Administrator"), and EMPIRE FUNDING CORP., an Oklahoma corporation, as the
-------------
Company (the "Company").
-------
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Issuer is a business trust (the "Trust") under the Delaware
-----
Business Trust Act (12 Del. C. Section 3801 et seq.) created by a Trust
------
Agreement relating to the Trust dated as of May 1, 1997 (the "Trust
-----
Agreement"), among Financial Asset Securities Corp., as depositor (the
---------
"Depositor"), Empire Funding Corp., as the Company, Wilmington Trust Company,
---------
as Owner Trustee, and First Bank National Association, as Co-Owner Trustee;
and
WHEREAS, the Issuer will issue Home Loan Asset Backed Notes (the
"Notes") and Home Loan Asset Backed Certificates (the "Certificates"), Series
----- ------------
1997-2 (collectively, the "Securities"); and
----------
WHEREAS, the Notes will be secured by certain collateral, as more
particularly set forth in the Indenture dated as of May 1, 1997 (the
"Indenture"), between the Issuer and First Bank National Association, as
---------
Indenture Trustee (in such capacity, the "Indenture Trustee"); and
-----------------
WHEREAS, the Certificates will be created pursuant to the Trust
Agreement and will represent undivided beneficial ownership interests in the
Trust; and
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Securities, including (i) a Sale and Servicing
Agreement dated as of May 1, 1997 (the "Sale and Servicing Agreement"), among
----------------------------
the Issuer, Empire Funding Corp., as Transferor and Servicer, the Depositor
and First Bank National Association, as Indenture Trustee and Co-Owner
Trustee, (ii) the Letter of Representations, among the Issuer, the Indenture
Trustee and The Depository Trust Company relating to the Notes (the "Note
----
Depository Agreement"), (iii) the Indenture and (iv) the Trust Agreement (the
--------------------
Sale and Servicing Agreement, the Note Depository Agreement, the Indenture
and the Trust Agreement being hereinafter referred to collectively as the
"Related Agreements"); and
------------------
WHEREAS, pursuant to the Related Agreements, the Issuer is required to
perform certain duties in connection with (a) the Notes and the collateral
therefor pledged pursuant to the Indenture (the "Collateral") and (b) the
----------
beneficial ownership interests in the Issuer represented by the Certificates
(the registered holders of such interests being referred to herein as the
"Owners"); and
------
WHEREAS, the Issuer desires to have the Administrator and the Servicer,
respectively, perform certain of the duties of the Issuer referred to in the
preceding clause, and to provide such additional services consistent with the
terms of this Agreement and the Related Agreements as the Issuer may from
time to time request; and
WHEREAS, the Administrator and the Servicer have the capacity to provide
the respective services required hereby and are willing to perform such
services for the Issuer on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:
Section 1. Duties of the Administrator.
---------------------------
(a) Duties with Respect to the Note Depository Agreement, the Sale and
------------------------------------------------------------------
Servicing Agreement and the Indenture.
-------------------------------------
(i) The Administrator agrees to perform all of the duties of the
Issuer under the Note Depository Agreement. In addition, the Administrator
shall consult with the Owner Trustee regarding the duties of the Issuer under
the Sale and Servicing Agreement, the Indenture and the Note Depository
Agreement. The Administrator shall monitor the performance of the Issuer and
shall notify the Owner Trustee when action is necessary to comply with the
Issuer's duties under the Sale and Servicing Agreement, the Indenture and the
Note Depository Agreement. In addition to the foregoing, the Administrator
shall take all appropriate action that is the duty of the Issuer to take with
respect to the following matters under the Sale and Servicing Agreement and
the Indenture (parenthetical section references are to sections of the
Indenture):
(A) the preparation of the Notes and the execution of the Notes
upon their issuance and upon the registration of any transfer or
exchange of the Notes (Sections 2.02 and 2.03);
(B) the duty to cause the Note Register to be kept and to give the
Indenture Trustee notice of any appointment of a new Note Registrar and
the location, or change in location, of the Note Register (Section
2.03);
(C) the notification of Noteholders of the final principal payment
on the Notes or of the redemption of the Notes or the duty to cause the
Indenture Trustee to provide such notification (Sections 2.06(b) and
10.02);
(D) performing the function of the Issuer with respect to the
cancellation of the Notes (Section 2.01);
(E) the preparation of or obtaining of the documents and
instruments required for authentication of the Notes and delivery of the
same to the Indenture Trustee (Section 2.08);
(F) the maintenance of an office in the City of St. Xxxx,
Minnesota, for registration of transfer or exchange of Notes (Section
3.02);
(G) the delivery to the Indenture Trustee and the Rating Agencies
of prompt written notice of each Event of Default under the Indenture
(Section 3.14);
(H) the duty to act as Paying Agent for the Issuer and the duty to
cause newly appointed Paying Agents, if any, to deliver to the Indenture
Trustee the instrument specified in the Indenture regarding funds held
in trust (Section 3.03);
(I) directing the Indenture Trustee to deposit moneys with Paying
Agents, if any, other than the Indenture Trustee (Section 3.03);
(J) notifying the Indenture Trustee and the Rating Agencies of the
occurrence of an Event of Default under the Sale and Servicing Agreement
by the Servicer or the Transferor and, if such an Event of Default
arises from the failure of the Servicer or the Transferor to perform any
of their respective duties under the Sale and Servicing Agreement, the
taking of all reasonable steps available to remedy such failure (Section
3.07(d)), and upon the termination of the Servicer, the appointment of a
Successor Servicer thereunder and the notifications in connection
therewith (Section 3.07(e) and (f));
(K) monitoring the Issuer's obligations as to the satisfaction and
discharge of the Indenture (Section 4.01);
(L) opening one or more accounts in the Trust's name (Section
8.02);
(M) notifying the Rating Agencies of a redemption of the Notes
and the duty to cause the Majority Residual Interestholders to deposit
the Termination Price into the Note Distribution Account and the
Certificate Distribution Account (Section 10.01);
(N) providing the Indenture Trustee with calculations pertaining
to original issue discount, if any, on the Notes and, if applicable, the
accrual of market discount or the amortization of premium on the Notes
to the extent the Administrator has received from the Servicer
sufficient information to calculate such amounts (Section 3.03); and
(O) the preparation and filing of all documents and reports by the
Issuer on Forms 8-K and 10-K as required under the Exchange Act, the
rules and regulations of the Commission thereunder and the TIA (Section
7.03).
(ii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be responsible for
performance of the duties of the Owner Trustee set forth in the Trust
Agreement with respect to, among other things, accounting and reports to
Owners; provided, however, that the Owner Trustee shall retain
responsibility for the distribution of the Schedule K-1's necessary to
enable each Owner to prepare its federal and state income tax returns.
(b) (i) The Administrator shall perform the duties of the
Administrator specified in Section 10.02 of the Trust Agreement required to
be performed in connection with the resignation or removal of the Owner
Trustee, and any other duties expressly required to be performed by the
Administrator under the Trust Agreement.
(ii) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into
transactions with or otherwise deal with any of its affiliates; provided,
however, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than would be
available from unaffiliated parties.
Section 2. Duties of the Company with Respect to the Indenture.
---------------------------------------------------
(a) The Company shall take all appropriate action that is the duty of
the Issuer to take with respect to the following matters under the Indenture
(parenthetical section references are to sections of the Indenture):
(i) preparing, obtaining or filing of the instruments, opinions
and certificates and other documents required for the release of Collateral
(Section 2.09);
(ii) preparation and execution of all supplements, amendments,
financing statements, continuation statements, instruments of further
assurance and other instruments, in accordance with Section 3.05 of the
Indenture, necessary to protect the Trust Estate (Section 3.05);
(iii) delivery of the annual delivery of Opinions of Counsel,
in accordance with Section 3.6 of the Indenture, as to the Trust Estate, and
the annual delivery of the Officers' Certificate and certain other
statements, in accordance with Section 3.09 of the Indenture, as to
compliance with the Indenture (Sections 3.06 and 3.09);
(iv) monitoring the Issuer's compliance with its negative covenants
(Section 3.08) and the compliance of the Servicer with certain of its
obligations under the Sale and Servicing Agreement (Section 3.11);
(v) compliance with any directive of the Indenture Trustee with
respect to the sale of the Indenture Trust Estate in a commercially
reasonable manner if an Event of Default shall have occurred and be
continuing under the Indenture (Section 5.04);
(vi) causing one or more accounts to be opened in the Trust's name
and preparing Issuer Orders, Officers' Certificates and Opinions of Counsel
and all other actions necessary with respect to investment and reinvestment
of funds in the Trust Accounts (Sections 8.02 and 8.03);
(vii) preparing an Issuer Request and Officers' Certificate and
obtaining an Opinion of Counsel and Independent Certificates, if necessary,
for the release of the Indenture Trust Estate as defined in the Indenture
(Sections 8.05 and 8.06);
(viii) preparing Issuer Orders and obtaining of Opinions of Counsel
with respect to any proposed amendment of the Trust Agreement or amendment to
or waiver of any provision of any other document relating to the Trust
Agreement (Section 9.07); and
(ix) notifying the Rating Agencies, upon the failure of the
Indenture Trustee to give such notification, of the information required
pursuant to Section 11.04 of the Indenture (Section 11.04).
(b) The Company will indemnify the Owner Trustee and the Co-Owner
Trustee and its agents for, and hold them harmless against, any losses,
liability or expense incurred without negligence or bad faith on their part,
arising out of or in connection with the acceptance or administration of the
transactions contemplated by the Trust Agreement, including the reasonable
costs and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their powers or duties
under the Trust Agreement.
(i) Additional Duties. In addition to the duties of the Company
-----------------
set forth above, the Company shall prepare for execution by the Issuer or
shall cause the preparation by other appropriate persons of all such
documents, reports, filings, instruments, certificates and opinions as it
shall be the duty of the Issuer to prepare, file or deliver pursuant to the
Related Agreements, and at the request of the Owner Trustee shall take all
appropriate action that it is the duty of the Issuer to take pursuant to the
Related Agreements. Subject to Section 5 hereof and in accordance with the
---------
directions of the Owner Trustee, the Company shall administer, perform or
supervise the performance of such other activities in connection with the
Collateral (including the Related Agreements) as are not covered by any of
the foregoing provisions and as are expressly requested by the Owner Trustee
and are reasonably within the capability of the Company.
(ii) Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be responsible for
promptly notifying the Owner Trustee in the event that any withholding tax is
imposed on the Trust's payments (or allocations of income) to an Owner as
contemplated in Section 5.02(c) of the Trust Agreement. Any such notice
shall specify the amount of any withholding tax required to be withheld by
the Owner Trustee pursuant to such provision.
Section 3. Records. The Administrator shall maintain appropriate
-------
books of account and records relating to services performed hereunder, which
books of account and records shall be accessible for inspection by the Issuer
and the Servicer at any time during normal business hours.
Section 4. Compensation. The Administrator will perform the duties
------------
and provide the services called for under Section 1 hereof without any
---------
separate compensation therefor for so long as the Indenture and the Sale and
Servicing Agreement remain in effect, and thereafter for such compensation as
shall be agreed upon among the Administrator, the Owner Trustee and the
Servicer. The Administrator agrees to perform all its duties under this
Agreement regardless of any non-payment of fees or expenses by the Company or
the Owner Trustee, as applicable.
Section 5. Additional Information to Be Furnished to the Issuer.
----------------------------------------------------
The Administrator shall furnish to the Issuer from time to time such
additional information regarding the Collateral as the Issuer shall
reasonably request.
Section 6. Independence of the Administrator. For all purposes of
---------------------------------
this Agreement, the Administrator shall be an independent contractor and
shall not be subject to the supervision of the Issuer or the Owner Trustee
with respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer, the
Administrator shall have no authority to act for or represent the Issuer or
the Owner Trustee in any way and shall not otherwise be deemed an agent of
the Issuer or the Owner Trustee.
Section 7. No Joint Venture. Nothing contained in this Agreement
----------------
(i) shall constitute the Administrator or the Servicer, respectively, and
either the Issuer or the Owner Trustee as members of any partnership, joint
venture, association, syndicate, unincorporated business or other separate
entity, (ii) shall be construed to impose any liability as such on any of
them or (iii) shall be deemed to confer on any of them any express, implied
or apparent authority to incur any obligation or liability on behalf of the
others.
Section 8. Other Activities of Administrator and Servicer. Nothing
----------------------------------------------
herein shall prevent the Administrator, the Servicer or their respective
Affiliates from engaging in other businesses or, in its sole discretion, from
acting in a similar capacity as an administrator for any other person or
entity even though such person or entity may engage in business activities
similar to those of the Issuer or the Owner Trustee.
Section 9. Term of Agreement; Resignation and Removal of
---------------------------------------------
Administrator or Servicer.
-------------------------
(a) This Agreement shall continue in force until the termination of the
Trust Agreement in accordance with its terms, upon which event this Agreement
shall automatically terminate.
(b) Subject to Section 9(e) hereof, the Administrator or the Servicer
------------
may resign their respective duties hereunder by providing the Issuer with at
least 60 days' prior written notice.
(c) Subject to Section 9(e) hereof, the Issuer may remove the
------------
Administrator without cause by providing the Administrator with at least 60
days' prior written notice.
(d) Subject to Section 9(e) hereof, the Issuer may remove the
------------
Administrator immediately upon written notice of termination from the Issuer
to the Administrator if any of the following events occurs:
(i) the Administrator defaults in the performance of any of its
duties under this Agreement and, after notice of such default, does not
cure such default within ten days (or, if such default cannot be cured in
such time, does not give within ten days such assurance of cure as shall be
reasonably satisfactory to the Issuer);
(ii) a court having jurisdiction in the premises enters a decree or
order for relief, and such decree or order shall not have been vacated within
60 days, in respect of the Administrator in any involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appoints a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for the Administrator or any substantial
part of its property or orders the winding-up or liquidation of its affairs;
or
(iii) the Administrator commences a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, consents to the entry of an order for relief in an involuntary case
under any such law, consents to the appointment of a receiver, liquidator,
assignee, trustee, custodian, sequestrator or similar official for the
Administrator or any substantial part of its property, consents to the taking
of possession by any such official of any substantial part of its property,
makes any general assignment for the benefit of creditors or fails generally
to pay its debts as they become due.
The Administrator agrees that if any of the events specified in clause
------
(ii) or clause (iii) of this Section 9(d) shall occur, it shall give written
-------------------- ------------
notice thereof to the Issuer and the Indenture Trustee within seven days
after the happening of such event.
(e) No resignation or removal of the Administrator or Servicer,
respectively, pursuant to this Section 9(d) shall be effective until (i) a
------------
successor Administrator or Servicer, as the case may be, shall have been
appointed by the Issuer and (ii) such successor Administrator or Servicer
shall have agreed in writing to be bound by the terms of this Agreement in
the same manner as the Administrator or Servicer is bound hereunder.
(f) The appointment of any successor Administrator shall be effective
only after satisfaction of the Rating Agency Condition with respect to the
proposed appointment.
(g) Subject to Section 9(e) and (f) hereof, the Administrator
--------------------
acknowledges that upon the appointment of a successor Indenture Trustee
pursuant to Section 6.08 of the Indenture, the Administrator shall
immediately resign and such successor Indenture Trustee shall automatically
become the Administrator under this Agreement. Any such successor Indenture
Trustee shall be required to agree to assume the duties of the Administrator
under the terms and conditions of this Agreement in its acceptance of
appointment as successor Indenture Trustee.
(h) The Servicer's appointment hereunder will terminate automatically
on the Servicer's resignation or removal under the Sale and Servicing
Agreement.
Section 10. Action upon Termination, Resignation or Removal of the
------------------------------------------------------
Administrator. Promptly upon the effective date of termination of this
-------------
Agreement pursuant to Section 9(a) or the resignation or removal of the
------------
Administrator pursuant to Section 9(b) or (c), respectively, the
-------------------
Administrator shall be entitled to be paid all reimbursable expenses accruing
to it to the date of such termination, resignation or removal. The
Administrator shall forthwith upon such termination pursuant to Section 9(a)
------------
deliver to the Issuer all property and documents of or relating to the
Collateral then in the custody of the Administrator and, in the event of the
resignation or removal of the Administrator pursuant to Section 9(b), (c) or
--------------------
(d), the Administrator shall cooperate with the Issuer and take all
---
reasonable steps requested to assist the Issuer in making an orderly transfer
of the duties of the Administrator.
Section 11. Notices. Any notice, report or other communication given
-------
hereunder shall be in writing and addressed as follows:
(a) if to the Issuer, to
Empire Funding Home Loan Owner Trust 1997-2
c/o Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Department
with a copy to the Company at
Empire Funding Corp.
0000 Xxxxx Xxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxx
(b) if to the Administrator, to
First Bank National Association
000 Xxxx Xxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Structured Finance/Empire Funding 1997-2
(c) if to the Servicer, to
Empire Funding Corp.
0000 Xxxxx Xxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxx
or to such other address as any party shall have provided to the other
parties in writing. Any notice required to be in writing hereunder shall be
deemed given if such notice is mailed by certified mail, postage prepaid, or
hand delivered to the address of such party as provided above.
Section 12. Amendments. This Agreement may be amended from time to
----------
time by a written amendment duly executed and delivered by the Issuer, the
Administrator and the Servicer, with the prior written consent of the Owner
Trustee without the consent of the Noteholders and the Certificateholders,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner, the rights of the Noteholders or Certificateholders; provided,
however, that such amendment will not materially and adversely affect the
interest of any Noteholder or Certificateholder. An amendment described
above shall be deemed not to adversely affect in any material respects the
interests of any Noteholder or Certificateholder if either (i) an Opinion of
Counsel is obtained to such effect or (ii) the party requesting the amendment
satisfies the Rating Agency Condition with respect to such amendment. This
Agreement may also be amended by the Issuer, the Administrator and the
Servicer with the prior written consent of the Owner Trustee and the holders
of Notes evidencing at least a majority of the Outstanding Amount of the
Notes and the holders of Certificates evidencing at least a majority of the
Class Principal Balance of the Certificates for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of Noteholders or
the Certificateholders; provided, however, that no such amendment may (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments in respect of the Home Loans or
distributions that are required to be made for the benefit of the Noteholders
or Certificateholders or (ii) reduce the aforesaid percentages of the holders
of Notes and Certificates which are required to consent to any such
amendment, in the case of either clause (i) or clause (ii) hereof, without
-------------------------
the consent of the holders of all the Outstanding Notes and Certificates.
Notwithstanding the foregoing, the Administrator may not amend this Agreement
without the permission of the Servicer, which permission shall not be
withheld unreasonably.
Section 13. Successor and Assigns.
---------------------
This Agreement may not be assigned by the Administrator unless such
assignment is previously consented to in writing by the Owner Trustee and the
Servicer, subject to the satisfaction of the Rating Agency Condition in
respect thereof. An assignment with such consent and satisfaction, if
accepted by the assignee, shall bind the assignee hereunder in the same
manner as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Owner Trustee or the Servicer to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator; provided, however, that such successor
organization executes and delivers to the Issuer, the Owner Trustee and the
Servicer an agreement in which such corporation or other organization agrees
to be bound hereunder by the terms of said assignment in the same manner as
the Administrator is bound hereunder. Subject to the foregoing, this
Agreement shall bind any successors or assigns of the parties hereto.
Section 14. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 15. Headings. The section headings hereof have been inserted
--------
for convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
Section 16. Counterparts. This Agreement may be executed in
------------
counterparts, each of which when so executed shall together constitute but
one and the same agreement.
Section 17. Severability. Any provision of this Agreement that is
------------
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
Section 18. Not Applicable to First Bank National Association in
----------------------------------------------------
Other Capacities. Nothing in this Agreement shall affect any obligation that
----------------
First Bank National Association may have in any other capacity.
Section 19. Limitation of Liability of Owner Trustee.
----------------------------------------
Notwithstanding anything contained herein to the contrary, this Agreement has
been countersigned by Wilmington Trust Company not in its individual capacity
but solely in its capacity as Owner Trustee of the Issuer and in no event
shall Wilmington Trust Company in its individual capacity or any beneficial
owner of the Issuer have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder, as to all
of which recourse shall be had solely to the assets of the Issuer. For all
purposes of this Agreement, in the performance of any duties or obligations
of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled
to the benefits of, the terms and provisions of Articles VI, VII and VIII of
the Trust Agreement.
Section 20. Benefit of Agreement. It is expressly agreed that in
--------------------
performing its duties under this Agreement, the Administrator will act for
the benefit of holders of the Securities as well as for the benefit of the
Trust, and that such obligations on the part of the Administrator shall be
enforceable at the instance of the Indenture Trustee and the Trust.
Section 21. Bankruptcy Matters. No party to this Agreement shall
-------------------
take any action to cause the Trust to dissolve in whole or in part or file a
voluntary petition or otherwise initiate proceedings to have the Trust
adjudicated bankrupt or insolvent, or consent to the institution of
bankruptcy or insolvency proceedings against the Trust, or file a petition
seeking or consenting to reorganization or relief of the Trust as debtor
under any applicable federal or state law relating to bankruptcy, insolvency
or other relief for debtors with respect to the Trust; or seek or consent to
the appointment of any trustee, receiver, conservator, assignee, sequestra-
tor, custodian, liquidator (or other similar official) of the Trust or of all
or any substantial part of the properties and assets of the Trust, or cause
the Trust to make any general assignment for the benefit of creditors of the
Trust or take any action in furtherance of any of the above actions.
Section 22. Capitalized Terms. Capitalized terms used and not
-----------------
defined herein have the meanings assigned to them in the Indenture.
Capitalized terms used and not defined herein or in the Indenture have the
meanings assigned to them in the Sale and Servicing Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
EMPIRE FUNDING HOME LOAN OWNER TRUST 1997-2
By: Wilmington Trust Company,
not in its individual
capacity but solely as
Owner Trustee,
By: _________________________________
Name:
Title:
FIRST BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Administrator,
By: ______________________________________
Name:
Title:
EMPIRE FUNDING CORP.,
as the Company,
By: ______________________________________
Name:
Title:
