Common use of The Offered Securities Clause in Contracts

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract backed notes (the "Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool of receivables consisting of direct finance leases and commercial loans (the "Contracts"), the security interests in the underlying equipment (the "Equipment") and certain related property. The Securities will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract Trust 1999-A, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan Bank, as indenture trustee (the "Indenture Trustee"). The Issuer will be formed, at the direction of the Depositor, pursuant to the terms of a Trust Agreement (the "Trust Agreement"), among the Transferors, the Depositor, and First Union Trust Company, as owner trustee (the "Owner Trustee"). The Contracts will be by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts to the Issuer pursuant to the terms of a Receivables Pledge Agreement (the "Receivables Pledge Agreement"), among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABC"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Pursuant to the applicable Underwriting Agreement, the Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract backed notes certificates (the "Securities") representing indebtedness secured primarily by the property of beneficial ownership interests in a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool of receivables consisting of direct finance leases and commercial loans (the "ContractsTrust"), the security interests in the underlying equipment trust property of which consists of a pool of home equity revolving credit line loans secured by mortgages on residential one-to-four-family properties (the "EquipmentMortgage Loans" and together with all other assets of the trust fund, the "Trust Fund"), including (a) each Mortgage Loan and certain related property. The Securities will any additional mortgage loans which may be issued transferred to the trust pursuant to an Indenture the provisions of Section 6.11 of the Pooling and Servicing agreement, dated as of December 6, 1995 (the "Indenture") by Pooling and between ABFS Equipment Contract Trust 1999-A, as issuer (the "IssuerServicing Agreement"), American Business Leasingby and among the Depositor, Inc., as servicer Xxxxx Home Equity Corporation (the "Servicer") and The Chase Manhattan Bank, N.A., as indenture trustee (the "Indenture Trustee"). The Issuer will be formed, at the direction (b) all rights of the DepositorDepositor under the Purchase and Sale Agreement, pursuant to the terms dated as of a Trust Agreement December 6, 1995 (the "Trust Agreement"), among the Transferors, the Depositor, Purchase and First Union Trust Company, as owner trustee (the "Owner Trustee"). The Contracts will be by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among between Prudential Securities Secured Financing Corporation and IHE Funding Corp., as Seller thereunder, (c) such assets as from time to time are identified as REO Property (as defined in the Originator Pooling and Servicing Agreement) and collections thereon and proceeds thereof, (c) all assets deposited in the Transferors. The Transferors willAccounts (as defined in the Pooling and Servicing Agreement), at including any amounts on deposit in the direction of Accounts and invested in Permitted Investments (as defined in the DepositorPooling and Servicing Agreement), contribute (d) the Contracts Trustee's rights with respect to the Issuer Mortgage Loans under all insurance policies (other than the Certificate Insurance Policy, as defined in the Pooling and Servicing Agreement) required to be maintained pursuant to the terms of a Receivables Pledge Pooling and Servicing Agreement and any Insurance Proceeds (as defined in the "Receivables Pledge Pooling and Servicing Agreement"), among (e) all Liquidation Proceeds (as defined in the Issuer, Pooling and Servicing Agreement) and (f) all Released Mortgaged Property Proceeds (as defined in the Depositor, the Indenture Trustee, Pooling and the TransferorsServicing Agreement). The Contracts Securities will be serviced by the Servicer issued pursuant to the terms of a Servicing Agreement ("Pooling and Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABC"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture Pooling and Servicing Agreement identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are this Agreement is incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract auto loan backed notes (the "Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes a pool of retail installment sales contracts for new or used automobiles, light trucks, vans or mini vans (the "Pledged Notes") which are secured by a pool of receivables consisting of direct finance leases and commercial loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentAuto Loans") and certain related property. The Securities will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract Flagship Auto Receivables Owner Trust 1999-A2, as issuer (the "Issuer"), American Business Leasing, Inc.Flagship Credit Corporation, as servicer (the "Servicer") and The Chase Manhattan Xxxxxx Trust and Savings Bank, as indenture trustee (the "Indenture Trustee"). The Issuer will be formed, formed at the direction of the Depositor, pursuant to the terms of a an Amended and Restated Trust Agreement (the "Trust Agreement"), ) among the TransferorsOriginator, the Depositor, and First Union Trust CompanyNational Bank, as owner trustee (the "Owner Trustee"). The Contracts Auto Loans will be sold by the Originator to ABFS Residual Flagship Auto Loan Funding LLC 1999-A and ABFS Finance LLC 1999-A II (together, the "TransferorsFlagship LLC") pursuant to the terms of a Receivables Sale Sales and Servicing Agreement (the "Receivables Sale Sales and Servicing Agreement"), ) by and among the Originator Originator, Flagship LLC, the Issuer, the Indenture Trustee and Copelco Financial Services Group, Inc., as back-up servicer (the "Back-Up Servicer"). Copelco Financial Services Group, Inc. will execute a Guarantee guaranteeing the servicing obligations of the Servicer under the Sales and Servicing Agreement (the "Guaranty"). The Auto Loans will be sold by Flagship LLC to the Depositor pursuant to the Depositor Purchase Agreement (the "Depositor Purchase Agreement") between Flagship LLC and the TransferorsDepositor. The Transferors will, at Auto Loans will be sold by the direction of the Depositor, contribute the Contracts Depositor to the Issuer pursuant to the terms of a Receivables Pledge Owner Trust Purchase Agreement (the "Receivables Pledge Owner Trust Purchase Agreement"), among ) between the Depositor and the Issuer, . The Issuer will pledge the Depositor, Auto Loans to the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer Trustee pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture TrusteeIndenture. The Class A Notes Offered Securities will have the benefit of a note guaranty insurance policy (the "Policy") issued by Financial Security Assurance Inc. MBIA Insurance Corporation (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the TransferorsFlagship LLC, the Depositor and the Issuer. The Issuer, ABFS Special Purpose Management, Inc. the Insurer and the Indenture Trustee will enter into an agreement governing the spread account (the "Manager") and American Business Credit, Inc. ("ABCSpread Account Agreement"). The Indenture, the Trust Agreement, Receivables Sale the Sales and Servicing Agreement, Receivables Pledge the Depositor Purchase Agreement, the Owner Trust Purchase Agreement, the Guaranty, the Policy, the Insurance Agreement and Servicing the Spread Account Agreement are collectively referred to herein therein as the "Transaction Documents". ." The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract home equity loan backed notes [notes][certificates] (the "Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool pools of receivables consisting of direct finance leases and commercial home equity loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Securities will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract Trust 1999-A______________________, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan Bank___________________, as indenture trustee (the "Indenture Trustee"). The Issuer Mortgage Loans will be formed, at purchased by the direction of the Depositor, Depositor pursuant to the terms of a Trust Loan Sale Agreement (the "Trust Loan Sale Agreement"), ) by and among the Transferors, the Depositor, __________________________ and First Union Trust Company, as owner trustee (the "Owner Trustee"). The Contracts will be by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A _____________________ (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale AgreementOriginators"), among the Originator and the Transferors. The Transferors will, at Mortgage Loans will be sold by the direction of the Depositor, contribute the Contracts Depositor to the Issuer pursuant to the terms of a Receivables Pledge Sale and Servicing Agreement (the "Receivables Pledge Sale and Servicing Agreement"), ) among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A.___________________, as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy ___________________, as servicer (in such capacity, the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABCServicer"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Pursuant to the applicable Underwriting Agreement, the Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract backed notes certificates (the "Securities") representing indebtedness secured primarily by the property of beneficial ownership interests in a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool of receivables consisting of direct finance leases and commercial loans (the "ContractsTrust"), the security interests in the underlying equipment trust property of which consists of separate pools of home equity revolving credit line loans and closed end home equity loan secured by mortgages on residential one-to-four-family properties (the "EquipmentMortgage Loans" and together with all other assets of the trust fund, the "Trust Fund"), including (a) and certain related property. The Securities will each Mortgage Loan which may be issued transferred to the trust pursuant to an Indenture the provisions of the Pooling and Servicing Agreement, dated as of November 1, 1997 (the "Indenture") by Pooling and between ABFS Equipment Contract Trust 1999-A, as issuer (the "IssuerServicing Agreement"), American Business Leasingby and among the Depositor, Inc., as servicer Xxxxx Home Equity Corporation (the "Servicer") and The Chase Manhattan Bank, as indenture trustee (the "Indenture Trustee"). The Issuer will be formed, at the direction (b) all rights of the DepositorDepositor under the Purchase and Sale Agreement, pursuant to the terms dated as of a Trust Agreement November 1, 1997 (the "Trust Agreement"), among the Transferors, the Depositor, Purchase and First Union Trust Company, as owner trustee (the "Owner Trustee"). The Contracts will be by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among between Prudential Securities Secured Financing Corporation and IHE Funding Corp., as Seller thereunder, (c) such assets as from time to time are identified as REO Property (as defined in the Originator Pooling and Servicing Agreement) and collections thereon and proceeds thereof, (d) all assets deposited in the Transferors. The Transferors willAccounts (as defined in the Pooling and Servicing Agreement), at including any amounts on deposit in the direction of Accounts and invested in Permitted Investments (as defined in the DepositorPooling and Servicing Agreement), contribute (e) the Contracts Trustee's rights with respect to the Issuer Mortgage Loans under all insurance policies (other than the Class A-1 Certificate Insurance Policy or Group II Certificate Insurance Policy, each as defined in the Pooling and Servicing Agreement) required to be maintained pursuant to the terms of a Receivables Pledge Pooling and Servicing Agreement and any Insurance Proceeds (as defined in the "Receivables Pledge Pooling and Servicing Agreement"), among (f) all Liquidation Proceeds (as defined in the Issuer, Pooling and Servicing Agreement) and (g) all Released Mortgaged Property Proceeds (as defined in the Depositor, the Indenture Trustee, Pooling and the TransferorsServicing Agreement). The Contracts Securities will be serviced by the Servicer issued pursuant to the terms of a Servicing Agreement ("Pooling and Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABC"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture Pooling and Servicing Agreement identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are this Agreement is incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor Sponsor proposes to sell cause the Issuer to sell, pursuant to the applicable Underwriting Agreement to the several Underwriter or Underwriters named therein equipment contract therein, asset backed notes (the "Securities") representing indebtedness secured primarily by obligations of the property of a trust Issuer, which consists of two pledged notes (the "Pledged Notes") which obligations are secured by a pool pledge of receivables consisting of direct finance leases and commercial mortgage loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Securities will be issued pursuant to an Indenture indenture (the "Indenture") dated as of November 1, 1999 by and between ABFS Equipment Contract the Issuer and Bankers Trust 1999-ACompany, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan Banka New York banking corporation, as indenture trustee (the "Indenture Trustee"). The Issuer will be formed, at the direction of the Depositor, pursuant to the terms of a Trust Agreement underlying loans were originated or acquired by Meritage Mortgage Corporation (the "Trust Agreement"), among the Transferors, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeMeritage"). The Contracts will be by Meritage has conveyed its interest in the Originator Mortgage Loans, directly or indirectly, to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts to the Issuer pursuant to the terms of a Receivables Pledge Agreement (the "Receivables Pledge Agreement"), among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose ManagementRBMG Asset Management Company, Inc. (the "Manager") and American Business Credit, Inc. ("ABCCompany"). The IndentureCompany has conveyed its interest in the Mortgage Loans to RBMG Funding Co., Trust Agreementa special purpose corporation and a wholly-owned subsidiary of the Company, Receivables Sale Agreement("Funding Co.") Funding Co., Receivables Pledge Agreementin turn, Insurance Agreement and will convey the Mortgage Loans to the Sponsor which will in turn convey the Mortgage Loans to the Issuer. The Mortgage Loans are to be serviced pursuant to a Servicing Agreement are collectively referred to herein dated as of November 1, 1999 by and among the Issuer, RBMG, Inc., as servicer (in such capacity, the "Transaction DocumentsServicer") and the Indenture Trustee and a Sub-Servicing Agreement dated as of November 1, 1999 by and between the Servicer and the Sub-Servicer. The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are this Agreement is incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract business purpose loans and home equity loan backed notes (the "Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool pools of receivables consisting of direct finance leases business purpose loans and commercial home equity loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Securities will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract Mortgage Loan Trust 1999-A4, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan BankBank of New York, as indenture trustee (the "Indenture Trustee"). The Issuer Mortgage Loans will be formed, at purchased by the direction of the Depositor, Depositor pursuant to the terms of a Trust an Unaffiliated Seller's Agreement (the "Trust Unaffiliated Seller's Agreement") by and among the Depositor, ABFS 1999-4, Inc. (the "Unaffiliated Seller"), among the TransferorsAmerican Business Credit, Inc. ("ABC"), HomeAmerican Credit, Inc. d/b/a Upland Mortgage ("Upland") and New Jersey Mortgage and Investment Corp ("NJMIC" and, collectively with ABC and Upland, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeOriginators"). The Contracts Mortgage Loans will be sold by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts Depositor to the Issuer pursuant to the terms of a Receivables Pledge Sale and Servicing Agreement (the "Receivables Pledge Sale and Servicing Agreement"), ) among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy ABC, as servicer (in such capacity, the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABCServicer"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract motor vehicle loan backed notes (the "SecuritiesNotes") representing indebtedness ----- secured primarily by the property of a trust which consists of two pledged notes a pool of motor vehicle loans secured by new or used automobiles, light duty trucks, vans and motorcycles (the "Pledged Notes") which are secured by a pool of receivables consisting of direct finance leases and commercial loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentReceivables") and certain related property. The Securities ----------- will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract --------- XxxxxxXxxxx.xxx Vehicle Receivables Owner Trust 19992000-A1, as issuer (the "Issuer")) ------ and Norwest Bank Minnesota, American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan BankNational Association, as indenture trustee (the "Indenture Trustee"). The Issuer will be formed, formed at the direction of the ----------------- Depositor, pursuant to the terms of a Trust Agreement (the "Trust Agreement"), ) --------------- among the Transferors, the Depositor, Depositor and First Union Wilmington Trust Company, as owner trustee (the "Owner ----- Trustee"). The Contracts Receivables will be sold and contributed by PF to the ------- Transferor, transferred, assigned, set over and otherwise conveyed by the Originator Transferor to ABFS Residual LLC 1999-A the Depositor and ABFS Finance LLC 1999-A further transferred, assigned, set over and otherwise conveyed by the Depositor to the Issuer pursuant to a Sale and Servicing Agreement (togetherthe "Sale and Servicing Agreement") by and among PF, as a seller and servicer ---------------------------- (in such capacity, the "TransferorsServicer") ), the Depositor, the Transferor, the Issuer, -------- the Indenture Trustee and Norwest Bank Minnesota, National Association, as back- up servicer and The Bank of New York, as custodian. The Issuer will pledge the Receivables to the Indenture Trustee pursuant to the terms of the Indenture. The Bank of New York has agreed to act as custodian (the "Custodian") --------- for the Receivables Files pursuant to a Receivables Sale Custodial Agreement (the "Receivables Sale Custodial --------- Agreement"), ) among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts to the Issuer pursuant to the terms of a Receivables Pledge Agreement (the "Receivables Pledge Agreement"), among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the TransferorsPF, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent")Transferor, the Issuer Owner Trustee, the --------- Indenture Trustee and the Indenture TrusteeCustodian. The Class A Notes Offered Securities will have the benefit of a note guaranty insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the ------ "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the ------- "Insurance Agreement") among the Note Insurer, the OriginatorPF, the TransferorsTransferor and the Issuer. ------------------- The Transferor, the IssuerInsurer and Norwest Bank Minnesota, ABFS Special Purpose ManagementNational Association, Inc. as indenture collateral agent (the "ManagerCollateral Agent") and American Business Credit, Inc. will enter ---------------- into the Series 2000-1 Supplement to the Master Reserve Account Agreement governing the reserve account (the "ABCReserve Account Agreement"). ------------------------- The Depositor, the Parent, PF and the Transferor will enter into an indemnification agreement (the "Depositor Indemnification Agreement") pursuant ----------------------------------- to which the Parent, PF and the Transferor will agree to indemnify the Depositor against certain losses, claims, damages or liabilities arising in connection with the Transaction Documents and the Offered Securities. The Indenture, the Sale and Servicing Agreement, the Trust Agreement, Receivables Sale the Custodial Agreement, Receivables Pledge the Depositor Indemnification Agreement, the Policy, the Insurance Agreement and Servicing the Reserve Account Agreement are collectively referred to herein as the "Transaction Documents." The Parent, PF and the --------------------- Transferor are collectively referred to herein as the ". PF Entities." ----------- The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered ------- Securities."" ----------

The Offered Securities. The Pursuant to the applicable Underwriting Agreement, the Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract backed notes certificates (the "Securities") representing indebtedness secured primarily by the property of beneficial ownership interests in a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool of receivables consisting of direct finance leases and commercial loans (the "ContractsTrust"), the security interests in the underlying equipment trust property of which consists of separate pools of home equity revolving credit line loans and closed end home equity loan secured by mortgages on residential one-to-four-family properties (the "EquipmentMortgage Loans" and together with all other assets of the trust fund, the "Trust Fund"), including (a) and certain related property. The Securities will each Mortgage Loan which may be issued transferred to the trust pursuant to an Indenture the provisions of the Pooling and Servicing Agreement, dated as of October 1, 1996 (the "Indenture") by Pooling and between ABFS Equipment Contract Trust 1999-A, as issuer (the "IssuerServicing Agreement"), American Business Leasingby and among the Depositor, Inc., as servicer Xxxxx Home Equity Corporation (the "Servicer") and The Chase Manhattan Bank, as indenture trustee (the "Indenture Trustee"). The Issuer will be formed, at the direction (b) all rights of the DepositorDepositor under the Purchase and Sale Agreement, pursuant to the terms dated as of a Trust Agreement October 1, 1996 (the "Trust Agreement"), among the Transferors, the Depositor, Purchase and First Union Trust Company, as owner trustee (the "Owner Trustee"). The Contracts will be by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among between Prudential Securities Secured Financing Corporation and IHE Funding Corp., as Seller thereunder, (c) such assets as from time to time are identified as REO Property (as defined in the Originator Pooling and Servicing Agreement) and collections thereon and proceeds thereof, (d) all assets deposited in the Transferors. The Transferors willAccounts (as defined in the Pooling and Servicing Agreement), at including any amounts on deposit in the direction of Accounts and invested in Permitted Investments (as defined in the DepositorPooling and Servicing Agreement), contribute (e) the Contracts Trustee's rights with respect to the Issuer Mortgage Loans under all insurance policies (other than the Class A-1 Certificate Insurance Policy or Group II Certificate Insurance Policy, each as defined in the Pooling and Servicing Agreement) required to be maintained pursuant to the terms of a Receivables Pledge Pooling and Servicing Agreement and any Insurance Proceeds (as defined in the "Receivables Pledge Pooling and Servicing Agreement"), among (f) all Liquidation Proceeds (as defined in the Issuer, Pooling and Servicing Agreement) and (g) all Released Mortgaged Property Proceeds (as defined in the Depositor, the Indenture Trustee, Pooling and the TransferorsServicing Agreement). The Contracts Securities will be serviced by the Servicer issued pursuant to the terms of a Servicing Agreement ("Pooling and Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABC"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture Pooling and Servicing Agreement identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are this Agreement is incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract business purpose loans and home equity loan backed notes (the "Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool three pools of receivables consisting of direct finance leases business purpose loans and commercial home equity loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Securities will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract Mortgage Loan Trust 19992000-A1, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan Bank, as indenture trustee (the "Indenture Trustee"). The Issuer Mortgage Loans will be formed, at purchased by the direction of the Depositor, Depositor pursuant to the terms of a Trust an Unaffiliated Seller's Agreement (the "Trust Unaffiliated Seller's Agreement") by and among the Depositor, ABFS 2000-1, Inc. (the "Unaffiliated Seller"), among the TransferorsAmerican Business Credit, Inc. ("ABC"), HomeAmerican Credit, Inc. d/b/a Upland Mortgage ("Upland") and New Jersey Mortgage and Investment Corp ("NJMIC" and, collectively with ABC and Upland, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeOriginators"). The Contracts Mortgage Loans will be sold by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts Depositor to the Issuer pursuant to the terms of a Receivables Pledge Sale and Servicing Agreement (the "Receivables Pledge Sale and Servicing Agreement"), ) among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy ABC, as servicer (in such capacity, the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABCServicer"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract business purpose loans and home equity loan backed notes (the "Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool of receivables consisting of direct finance leases business purpose loans and commercial home equity loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Securities will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract Mortgage Loan Trust 19992000-A2, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan Bank, as indenture trustee (the "Indenture Trustee"). The Issuer Mortgage Loans will be formed, at purchased by the direction of the Depositor, Depositor pursuant to the terms of a Trust an Unaffiliated Seller's Agreement (the "Trust Unaffiliated Seller's Agreement") by and among the Depositor, ABFS 2000-2, Inc. (the "Unaffiliated Seller"), among the TransferorsAmerican Business Credit, Inc. ("ABC"), HomeAmerican Credit, Inc. d/b/a Upland Mortgage ("Upland") and New Jersey Mortgage and Investment Corp ("NJMIC" and, collectively with ABC and Upland, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeOriginators"). The Contracts Mortgage Loans will be sold by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts Depositor to the Issuer pursuant to the terms of a Receivables Pledge Sale and Servicing Agreement (the "Receivables Pledge Sale and Servicing Agreement"), ) among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A.Manhattan Bank, as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy ABC, as servicer (in such capacity, the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABCServicer"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract business purpose loans and home equity loan backed notes (the "Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool of receivables consisting of direct finance leases business purpose loans and commercial home equity loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Securities will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract Mortgage Loan Trust 19992000-A3, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan Bank, as indenture trustee (the "Indenture Trustee"). The Issuer Mortgage Loans will be formed, at purchased by the direction of the Depositor, Depositor pursuant to the terms of a Trust an Unaffiliated Seller's Agreement (the "Trust Unaffiliated Seller's Agreement") by and among the Depositor, ABFS 2000-3, Inc. (the "Unaffiliated Seller"), among the TransferorsAmerican Business Credit, Inc. ("ABC"), HomeAmerican Credit, Inc. d/b/a Upland Mortgage ("Upland") and New Jersey Mortgage and Investment Corp ("NJMIC" and, collectively with ABC and Upland, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeOriginators"). The Contracts Mortgage Loans will be sold by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts Depositor to the Issuer pursuant to the terms of a Receivables Pledge Sale and Servicing Agreement (the "Receivables Pledge Sale and Servicing Agreement"), ) among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A.Manhattan Bank, as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy ABC, as servicer (in such capacity, the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABCServicer"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract home equity loan backed notes (the "Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool pools of receivables consisting of direct finance leases and commercial home equity loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Securities will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract Mortgage Loan Trust 19991998-A4, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan BankBank of New York, as indenture trustee (the "Indenture Trustee"). The Issuer Mortgage Loans will be formed, at purchased by the direction of the Depositor, Depositor pursuant to the terms of a Trust an Unaffiliated Seller's Agreement (the "Trust Unaffiliated Seller's Agreement") by and among the Depositor, ABFS 1998-4, Inc. (the "Unaffiliated Seller"), among the TransferorsAmerican Business Credit, Inc. ("ABC"), HomeAmerican Credit, Inc. d/b/a Upland Mortgage ("Upland") and New Jersey Mortgage and Investment Corp ("NJMIC" and, collectively with ABC and Upland, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeOriginators"). The Contracts Mortgage Loans will be sold by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts Depositor to the Issuer pursuant to the terms of a Receivables Pledge Sale and Servicing Agreement (the "Receivables Pledge Sale and Servicing Agreement"), ) among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy ABC, as servicer (in such capacity, the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABCServicer"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract residential mortgage loan backed notes certificates (the "Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool of receivables consisting of direct finance leases fixed and commercial adjustable rate, first and junior lien residential mortgage loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Securities will be issued pursuant to an Indenture a Pooling and Servicing Agreement (the "IndenturePooling and Servicing Agreement") by and between ABFS Equipment Contract Trust 1999-A, as issuer (the "Issuer"), American Business Leasingamong Mortgage Lenders Network USA, Inc., as servicer seller (in such capacity, the "Seller") and Servicer (in such capacity, the "Servicer") and The Chase Manhattan BankMortgage Lenders Network Home Equity Loan Trust 2000-1 (the "Trust"), and Norwest Bank Minnesota, National Association, as indenture trustee (the "Indenture Trustee"). The Issuer Mortgage Loans will be formed, at purchased by the direction of Depositor pursuant to a Mortgage Loan Purchase Agreement (the Depositor, "Mortgage Loan Purchase Agreement") by and between the Depositor and the Seller. The Mortgage Loans will be sold by the Depositor to the Trust pursuant to the terms of a Trust Agreement (the "Trust Agreement"), among the Transferors, the Depositor, Xxxxxx and First Union Trust Company, as owner trustee (the "Owner Trustee"). The Contracts will be by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts to the Issuer pursuant to the terms of a Receivables Pledge Agreement (the "Receivables Pledge Agreement"), among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABC"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture Pooling and Servicing Agreement identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell cause the Issuer to sell, pursuant to the applicable Underwriting Agreement to the several Underwriter or Underwriters named therein equipment contract therein, asset backed notes (the "Securities") representing indebtedness secured primarily by obligations of the property of a trust Issuer, which consists of two pledged notes (the "Pledged Notes") which obligations are secured by a pool pledge of receivables consisting of direct finance leases and commercial mortgage loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentHome Equity Loans") and certain related property. The Securities will be issued pursuant to an Indenture indenture (the "Indenture") dated as of June 1, 1998 by and between ABFS Equipment Contract the Issuer and Bankers Trust 1999-ACompany, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan Banka New York banking corporation., as indenture trustee (the "Indenture Trustee"). The Issuer will be formedunderlying loans were originated or acquired by Resource Mortgage Bancshares Group, at the direction of the Depositor, pursuant to the terms of a Trust Agreement Inc. (the "Trust Agreement"), among the Transferors, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeRBMG"). The Contracts will be by RBMG has conveyed its interest in the Originator Home Equity Loans to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts to the Issuer pursuant to the terms of a Receivables Pledge Agreement (the "Receivables Pledge Agreement"), among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose ManagementRBMG Asset Management Company, Inc. (the "Manager") and American Business Credit, Inc. ("ABCCompany"). The IndentureCompany has conveyed its interest in the Home Equity Loans to RBMG Funding Co., Trust Agreementa special purpose corporation and a wholly-owned subsidiary of the Company, Receivables Sale Agreement("Funding Co.") Funding Co., Receivables Pledge Agreementin turn, Insurance Agreement and will convey the Home Equity Loans to the Depositor which will in turn convey the Home Equity Loans to the Issuer. The Home Equity Loans are to be serviced pursuant to a Servicing Agreement are collectively referred to herein dated as of June 1, 1998 by and among the Issuer, RBMG, as servicer (in such capacity, the "Transaction Documents"Servicer")and the Indenture Trustee and a Sub-Servicing Agreement dated as of June 1, 1998 by and among the Servicer and the Sub-Servicer. The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are this Agreement is incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell cause the Trustee to sell, pursuant to the applicable Underwriting Agreement to the several Underwriter or Underwriters named therein equipment contract therein, asset backed notes certificates (the "Offered Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by undivided ownership interests in a pool of receivables consisting of direct finance leases and commercial mortgage loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Offered Securities will be issued pursuant to an Indenture a pooling and servicing agreement (the "IndenturePooling and Servicing Agreement") by and between ABFS Equipment Contract Trust 1999-Adated as of September 1, 2000 among the Trustee, First Union National Bank, as issuer Certificate administrator (the "IssuerCertificate Administrator")) and The Chase Manhattan Bank, American Business Leasinga New York banking corporation, as trustee (the "Trustee") and NovaStar Mortgage, Inc., as servicer (the "Servicer") and ). The Chase Manhattan Bankunderlying loans were originated or acquired by NovaStar Mortgage, Inc. ("NMI", in its capacity as indenture trustee (seller, the "Indenture TrusteeSeller", and in its capacity as servicer, the "Servicer"). The Issuer will be formedSeller has conveyed its interest in the Mortgage Loans to NovaStar Mortgage Funding Corporation III, at the direction a special purpose corporation and a wholly-owned subsidiary of the Depositor, pursuant to the terms of a Trust Agreement Seller (the "Trust Agreement"), among the Transferors, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeTransferor"). The Contracts Transferor, in turn, will be by convey the Originator Mortgage Loans to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A the Depositor pursuant to a purchase agreement (together, the "TransferorsPurchase Agreement") which will in turn convey the Mortgage Loans to the Trustee pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Pooling and Servicing Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts Mortgage Loans are to the Issuer be serviced pursuant to the terms of a Receivables Pledge Agreement (the "Receivables Pledge Agreement"), among the Issuer, the Depositor, the Indenture Trustee, Pooling and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABC"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell cause the Issuer to sell, pursuant to the applicable Underwriting Agreement to the several Underwriter or Underwriters named therein equipment contract therein, asset backed notes (the "Securities") representing indebtedness secured primarily by obligations of the property of a trust Issuer, which consists of two pledged notes (the "Pledged Notes") which obligations are secured by a pool pledge of receivables consisting of direct finance leases and commercial mortgage loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Securities will be issued pursuant to an Indenture indenture (the "Indenture") dated as of June 1, 1999 by and between ABFS Equipment Contract Trust 1999-Athe Issuer and Bank of New York, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan Banka New York banking corporation., as indenture trustee (the "Indenture Trustee"). The Issuer will be formedunderlying loans were originated or acquired by Resource Mortgage Bancshares Group, at the direction of the Depositor, pursuant to the terms of a Trust Agreement Inc. (the "Trust Agreement"), among the Transferors, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeRBMG"). The Contracts will be by RBMG has conveyed its interest in the Originator Mortgage Loans to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts to the Issuer pursuant to the terms of a Receivables Pledge Agreement (the "Receivables Pledge Agreement"), among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose ManagementRBMG Asset Management Company, Inc. (the "Manager") and American Business Credit, Inc. ("ABCCompany"). The IndentureCompany has conveyed its interest in the Mortgage Loans to RBMG Funding Co., Trust Agreementa special purpose corporation and a wholly-owned subsidiary of the Company, Receivables Sale Agreement("Funding Co.") Funding Co., Receivables Pledge Agreementin turn, Insurance Agreement and will convey the Mortgage Loans to the Depositor which will in turn convey the Mortgage Loans to the Issuer. The Mortgage Loans are to be serviced pursuant to a Servicing Agreement are collectively referred to herein dated as of June 1, 1999 by and among the Issuer, RBMG, as servicer (in such capacity, the "Transaction Documents"Servicer")and the Indenture Trustee and a Sub-Servicing Agreement dated as of June 1, 1999 by and among the Servicer and the Sub-Servicer. The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are this Agreement is incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract auto loan backed notes (the "SecuritiesNotes") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes a pool of auto loans secured by new or used automobiles, light duty trucks and vans (the "Pledged Notes") which are secured by a pool of receivables consisting of direct finance leases and commercial loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentReceivables") and certain related property. The Securities will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract XxxxxxXxxxx.xxx Auto Receivables Owner Trust 1999-A1, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan BankNorwest Bank Minnesota, National Association, as indenture trustee (the "Indenture Trustee"). The Issuer will be formed, formed at the direction of the Depositor, pursuant to the terms of a Trust Agreement (the "Trust Agreement"), ) among the Transferors, the Depositor, Depositor and First Union Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Contracts Receivables will be sold and contributed by PF to the Transferor, assigned by the Originator Transferor to ABFS Residual LLC 1999-A the Depositor and ABFS Finance LLC 1999-A further assigned by the Depositor to the Issuer pursuant to a Sale and Servicing Agreement (togetherthe "Sale and Servicing Agreement") by and among PF, as a seller and servicer (in such capacity, the "TransferorsServicer") ), the Depositor, the Transferor, the Issuer, the Indenture Trustee and Norwest Bank Minnesota, National Association, as back-up servicer and custodian. The Issuer will pledge the Receivables to the Indenture Trustee pursuant to the terms of the Indenture. Norwest Bank Minnesota, National Association has agreed to act as custodian (the "Custodian") for the Receivables Files pursuant to a Receivables Sale Custodial Agreement (the "Receivables Sale Custodial Agreement"), ) among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts to the Issuer pursuant to the terms of a Receivables Pledge Agreement (the "Receivables Pledge Agreement"), among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the TransferorsPF, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent")Transferor, the Issuer Owner Trustee, the Indenture Trustee and the Indenture TrusteeCustodian. The Class A Notes Offered Securities will have the benefit of a note guaranty insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the OriginatorPF, the TransferorsTransferor and the Issuer. The Transferor, the IssuerInsurer and Norwest Bank Minnesota, ABFS Special Purpose ManagementNational Association, Inc. as indenture collateral agent (the "ManagerCollateral Agent") and American Business Credit, Inc. will enter into a Master Reserve Account Agreement governing the reserve account (the "ABCReserve Account Agreement"). The Depositor, the Parent, PF and the Transferor will enter into an indemnification agreement (the "Depositor Indemnification Agreement") pursuant to which the Parent, PF and the Transferor will agree to indemnify the Depositor against certain losses, claims, damages or liabilities arising in connection with the Transaction Documents and the Offered Securities. The Indenture, the Sale and Servicing Agreement, the Trust Agreement, Receivables Sale the Custodial Agreement, Receivables Pledge the Depositor Indemnification Agreement, the Policy, the Insurance Agreement and Servicing the Reserve Account Agreement are collectively referred to herein as the "Transaction Documents." The Parent, PF and the Transferor are collectively referred to herein as the ". PF Entities." The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell cause the Issuer to sell, pursuant to the applicable Underwriting Agreement to the several Underwriter or Underwriters named therein equipment contract therein, asset backed notes bonds (the "Offered Securities") representing indebtedness secured primarily by obligations of the property of a trust Issuer, which consists of two pledged notes (the "Pledged Notes") which obligations are secured by a pool pledge of receivables consisting of direct finance leases and commercial mortgage loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Offered Securities will be issued pursuant to an Indenture indenture (the "Indenture") by and between ABFS Equipment Contract Trust 1999-Adated as of January 1, 1999 among the Issuer, First Union National Bank, as issuer trust administrator (the "Issuer"), American Business Leasing, Inc., as servicer (the "ServicerTrust Administrator") and The Chase Manhattan Bank, a New York banking corporation, as indenture trustee (the "Indenture Trustee"). The Issuer will be formedunderlying loans were originated or acquired by NovaStar Mortgage, at the direction of the DepositorInc. ("NMI", pursuant to the terms of a Trust Agreement (in its capacity as seller, the "Trust AgreementSeller"), among the Transferorsand in its capacity as servicer, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeServicer"). The Contracts will be by Seller has conveyed its interest in the Originator Mortgage Loans to ABFS Residual LLC 1999NovaStar Mortgage Funding Corporation II, a special purpose corporation and a wholly-A and ABFS Finance LLC 1999-A (together, owned subsidiary of the "Transferors") pursuant to the terms of a Receivables Sale Agreement Seller (the "Receivables Sale Transferor"). The Transferor, in turn, will convey the Mortgage Loans to the Depositor pursuant to a purchase agreement (the "Purchase Agreement"), among ) which will in turn convey the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts Mortgage Loans to the Issuer pursuant to the terms of a Receivables Pledge Agreement (the "Receivables Pledge Purchase Agreement"), among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will Mortgage Loans are to be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement")dated as of January 1, 1999, by and among the OriginatorIssuer, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer NMI and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABC"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell cause the Issuer to sell, pursuant to the applicable Underwriting Agreement to the several Underwriter or Underwriters named therein equipment contract therein, asset backed notes (the "Securities") representing indebtedness secured primarily by obligations of the property of a trust Issuer, which consists of two pledged notes (the "Pledged Notes") which obligations are secured by a pool pledge of receivables consisting of direct finance leases and commercial mortgage loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Securities will be issued pursuant to an Indenture indenture (the "Indenture") dated as of December 1, 1998 by and between ABFS Equipment Contract Trust 1999-Athe Issuer and Bank of New York, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan Banka New York banking corporation., as indenture trustee (the "Indenture Trustee"). The Issuer will be formedunderlying loans were originated or acquired by Resource Mortgage Bancshares Group, at the direction of the Depositor, pursuant to the terms of a Trust Agreement Inc. (the "Trust Agreement"), among the Transferors, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeRBMG"). The Contracts will be by RBMG has conveyed its interest in the Originator Mortgage Loans to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts to the Issuer pursuant to the terms of a Receivables Pledge Agreement (the "Receivables Pledge Agreement"), among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose ManagementRBMG Asset Management Company, Inc. (the "Manager") and American Business Credit, Inc. ("ABCCompany"). The IndentureCompany has conveyed its interest in the Mortgage Loans to RBMG Funding Co., Trust Agreementa special purpose corporation and a wholly-owned subsidiary of the Company, Receivables Sale Agreement("Funding Co.") Funding Co., Receivables Pledge Agreementin turn, Insurance Agreement and will convey the Mortgage Loans to the Depositor which will in turn convey the Mortgage Loans to the Issuer. The Mortgage Loans are to be serviced pursuant to a Servicing Agreement are collectively referred to herein dated as of December 1, 1998 by and among the Issuer, RBMG, as servicer (in such capacity, the "Transaction Documents"Servicer")and the Indenture Trustee and a Sub-Servicing Agreement dated as of December 1, 1998 by and among the Servicer and the Sub-Servicer. The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are this Agreement is incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract business purpose loans and home equity loan backed notes (the "Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool pools of receivables consisting of direct finance leases business purpose loans and commercial home equity loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Securities will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract Mortgage Loan Trust 1999-A3, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan Bank, as indenture trustee (the "Indenture Trustee"). The Issuer Mortgage Loans will be formed, at purchased by the direction of the Depositor, Depositor pursuant to the terms of a Trust an Unaffiliated Seller's Agreement (the "Trust Unaffiliated Seller's Agreement") by and among the Depositor, ABFS 1999-3, Inc. (the "Unaffiliated Seller"), among the TransferorsAmerican Business Credit, Inc. ("ABC"), HomeAmerican Credit, Inc. d/b/a Upland Mortgage ("Upland") and New Jersey Mortgage and Investment Corp ("NJMIC" and, collectively with ABC and Upland, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeOriginators"). The Contracts Mortgage Loans will be sold by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts Depositor to the Issuer pursuant to the terms of a Receivables Pledge Sale and Servicing Agreement (the "Receivables Pledge Sale and Servicing Agreement"), ) among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy ABC, as servicer (in such capacity, the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABCServicer"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell cause the Trustee to sell, pursuant to the applicable Underwriting Agreement to the several Underwriter or Underwriters named therein equipment contract therein, asset backed notes certificates (the "Offered Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by undivided ownership interests in a pool of receivables consisting of direct finance leases and commercial mortgage loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Offered Securities will be issued pursuant to an Indenture a pooling and servicing agreement (the "IndenturePooling and Servicing Agreement") by and between ABFS Equipment Contract Trust 1999-Adated as of March 1, 2000 among the Trustee, First Union National Bank, as issuer Certificate administrator (the "IssuerCertificate Administrator")) and The Chase Manhattan Bank, American Business Leasinga New York banking corporation, as trustee (the "Trustee") and NovaStar Mortgage, Inc., as servicer (the "Servicer") and ). The Chase Manhattan Bankunderlying loans were originated or acquired by NovaStar Mortgage, Inc. ("NMI", in its capacity as indenture trustee (seller, the "Indenture TrusteeSeller", and in its capacity as servicer, the "Servicer"). The Issuer will be formedSeller has conveyed its interest in the Mortgage Loans to NovaStar Mortgage Funding Corporation III, at the direction a special purpose corporation and a wholly-owned subsidiary of the Depositor, pursuant to the terms of a Trust Agreement Seller (the "Trust Agreement"), among the Transferors, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeTransferor"). The Contracts Transferor, in turn, will be by convey the Originator Mortgage Loans to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A the Depositor pursuant to a purchase agreement (together, the "TransferorsPurchase Agreement") which will in turn convey the Mortgage Loans to the Trustee pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Pooling and Servicing Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts Mortgage Loans are to the Issuer be serviced pursuant to the terms of a Receivables Pledge Agreement (the "Receivables Pledge Agreement"), among the Issuer, the Depositor, the Indenture Trustee, Pooling and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABC"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."

The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract home equity loan backed notes (the "Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool pools of receivables consisting of direct finance leases and commercial home equity loans (the "Contracts"), the security interests in the underlying equipment (the "EquipmentMortgage Loans") and certain related property. The Securities will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract Mortgage Loan Trust 1999-A1, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan BankBank of New York, as indenture trustee (the "Indenture Trustee"). The Issuer Mortgage Loans will be formed, at purchased by the direction of the Depositor, Depositor pursuant to the terms of a Trust an Unaffiliated Seller's Agreement (the "Trust Unaffiliated Seller's Agreement") by and among the Depositor, ABFS 1999-1, Inc. (the "Unaffiliated Seller"), among the TransferorsAmerican Business Credit, Inc. ("ABC"), HomeAmerican Credit, Inc. d/b/a Upland Mortgage ("Upland") and New Jersey Mortgage and Investment Corp ("NJMIC" and, collectively with ABC and Upland, the Depositor, and First Union Trust Company, as owner trustee (the "Owner TrusteeOriginators"). The Contracts Mortgage Loans will be sold by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts Depositor to the Issuer pursuant to the terms of a Receivables Pledge Sale and Servicing Agreement (the "Receivables Pledge Sale and Servicing Agreement"), ) among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy ABC, as servicer (in such capacity, the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABCServicer"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Indenture identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which these Standard Provisions are incorporated are herein referred to as the "Offered Securities."