Mellon Premium Finance Loan Owner Trust Sample Contracts

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (April 16th, 2007)

Pursuant to the Indenture dated as of June 24, 2004 (the ‘Agreement’), as supplemented by the Series 2004-1 Indenture Supplement (the “Series Supplement”), each among Mellon Bank PFL Master Note Trust, as Issuer, (as administered by Mellon Bank, N.A., as Administrator) and Wells Fargo Bank, N.A., as Indenture Trustee, AFCO Credit Corp. and AFCO Acceptance Corp., as Servicer and Seller, is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (March 14th, 2007)

Pursuant to the Indenture dated as of June 24, 2004 (the ‘Agreement’), as supplemented by the Series 2004-1 Indenture Supplement (the “Series Supplement”), each among Mellon Bank PFL Master Note Trust, as Issuer, (as administered by Mellon Bank, N.A., as Administrator) and Wells Fargo Bank, N.A., as Indenture Trustee, AFCO Credit Corp. and AFCO Acceptance Corp., as Servicer and Seller, is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (February 15th, 2007)

Pursuant to the Indenture dated as of June 24, 2004 (the ‘Agreement’), as supplemented by the Series 2004-1 Indenture Supplement (the “Series Supplement”), each among Mellon Bank PFL Master Note Trust, as Issuer, (as administered by Mellon Bank, N.A., as Administrator) and Wells Fargo Bank, N.A., as Indenture Trustee, AFCO Credit Corp. and AFCO Acceptance Corp., as Servicer and Seller, is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (December 11th, 2006)

Pursuant to the Indenture dated as of June 24, 2004 (the ‘Agreement’), as supplemented by the Series 2004-1 Indenture Supplement (the “Series Supplement”), each among Mellon Bank PFL Master Note Trust, as Issuer, (as administered by Mellon Bank, N.A., as Administrator) and Wells Fargo Bank, N.A., as Indenture Trustee, AFCO Credit Corp. and AFCO Acceptance Corp., as Servicer and Seller, is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (June 15th, 2006)

Pursuant to the Indenture dated as of June 24, 2004 (the ‘Agreement’), as supplemented by the Series 2004-1 Indenture Supplement (the “Series Supplement”), each among Mellon Bank PFL Master Note Trust, as Issuer, (as administered by Mellon Bank, N.A., as Administrator) and Wells Fargo Bank, N.A., as Indenture Trustee, AFCO Credit Corp. and AFCO Acceptance Corp., as Servicer and Seller, is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust.

Mellon Premium Finance Loan Owner Trust – MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (April 13th, 2006)

Created 04/11/06 1:16 PM Pursuant to the Indenture dated as of June 24, 2004 (the ‘Agreement’), as supplemented by the Series 2004—1 Indenture Supplement (the “Series Supplement”), each among Mellon Bank PFL Master Note Trust, as Issuer, (as administered by Mellon Bank, N.A., as Administrator) and Wells Fargo Bank, N.A., as Indenture Trustee, AFCO Credit Corp. and AFCO Acceptance Corp., as Servicer and Seller, is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (February 14th, 2006)

Pursuant to the Indenture dated as of June 24, 2004 (the ‘Agreement’), as supplemented by the Series 2004-1 Indenture Supplement (the “Series Supplement”), each among Mellon Bank PFL Master Note Trust, as Issuer, (as administered by Mellon Bank, N.A., as Administrator) and Wells Fargo Bank, N.A., as Indenture Trustee, AFCO Credit Corp. and AFCO Acceptance Corp., as Servicer and Seller, is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (January 12th, 2006)

Created 01/10/06 11:31 PM Pursuant to the Indenture dated as of June 24, 2004 (the ‘Agreement’), as supplemented by the Series 2004-1 Indenture Supplement (the “Series Supplement”), each among Mellon Bank PFL Master Note Trust, as Issuer, (as administered by Mellon Bank, N.A., as Administrator) and Wells Fargo Bank, N.A., as Indenture Trustee, AFCO Credit Corp. and AFCO Acceptance Corp., as Servicer and Seller, is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (December 14th, 2005)

Created 12/08/05 3:40 PM Pursuant to the Indenture dated as of June 24, 2004 (the ‘Agreement’), as supplemented by the Series 2004-1 Indenture Supplement (the “Series Supplement”), each among Mellon Bank PFL Master Note Trust, as Issuer, (as administered by Mellon Bank, N.A., as Administrator) and Wells Fargo Bank, N.A., as Indenture Trustee, AFCO Credit Corp. and AFCO Acceptance Corp., as Servicer and Seller, is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (November 14th, 2005)

Pursuant to the Indenture dated as of June 24, 2004 (the ‘Agreement’), as supplemented by the Series 2004-1 Indenture Supplement (the “Series Supplement”), each among Mellon Bank PFL Master Note Trust, as Issuer, (as administered by Mellon Bank, N.A., as Administrator) and Wells Fargo Bank, N.A., as Indenture Trustee, AFCO Credit Corp. and AFCO Acceptance Corp., as Servicer and Seller, is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (July 15th, 2005)

Pursuant to the Indenture dated as of June 24, 2004 (the ‘Agreement’), as supplemented by the Series 2004-1 Indenture Supplement (the “Series Supplement”), each among Mellon Bank PFL Master Note Trust, as Issuer, (as administered by Mellon Bank, N.A., as Administrator) and Wells Fargo Bank, N.A., as Indenture Trustee, AFCO Credit Corp. and AFCO Acceptance Corp., as Servicer and Seller, is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY CERTIFICATEHOLDERS STATEMENT MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST SERIES 2002-1 (May 16th, 2005)

Created 05/13/05 9:43 AM Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the “Agreement”), as supplemented by the Series 2002-1 Supplement (as amended and Supplemented, the Series Supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank Minnesota, National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Certificateholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (March 14th, 2005)

Created 03/11/05 11:50 AM Pursuant to the Indenture dated as of June 24, 2004 (the ‘Agreement’), as supplemented by the Series 2004-1 Indenture Supplement (the “Series Supplement”), each among Mellon Bank PFL Master Note Trust, as Issuer, (as administered by Mellon Bank, N.A., as Administrator) and Wells Fargo Bank, N.A., as Indenture Trustee, AFCO Credit Corp. and AFCO Acceptance Corp., as Servicer and Seller, is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY CERTIFICATEHOLDERS STATEMENT MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST SERIES 2002-1 (January 28th, 2005)

Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2002-1 Supplement (as amended and Supplemented, the Series Supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank Minnesota, National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Certificateholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below. Amended for December, 2004 due to a clerical error associated with funding the Citi Conduit

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (January 13th, 2005)

Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2004-1 Supplement (the series supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank , National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (December 14th, 2004)

Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2004-1 Supplement (the series supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank , National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY CERTIFICATEHOLDERS STATEMENT MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST SERIES 2002-1 (December 14th, 2004)

Created 12/10/04 2:49 PM Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2002-1 Supplement (as amended and Supplemented, the Series Supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank Minnesota, National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Certificateholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (November 17th, 2004)

Revised for LIBOR base rate A.(g). Created 11/04/04 11:09 AM Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2004-1 Supplement (the series supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank , National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (November 17th, 2004)

Created 11/16/04 9:02 PM Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2004-1 Supplement (the series supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank , National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (November 12th, 2004)

Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2004-1 Supplement (the series supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank , National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY CERTIFICATEHOLDERS STATEMENT MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST SERIES 2002-1 (November 12th, 2004)

Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2002-1 Supplement (as amended and Supplemented, the Series Supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank Minnesota, National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Certificateholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (October 12th, 2004)

Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2004-1 Supplement (the series supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank, National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY CERTIFICATEHOLDERS STATEMENT MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST SERIES 2002-1 (September 17th, 2004)

Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2002-1 Supplement (as amended and Supplemented, the Series Supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank Minnesota, National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Certificateholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (September 17th, 2004)

Created 09/14/04 1:45 PM Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2004-1 Supplement (the series supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank , National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY CERTIFICATEHOLDERS STATEMENT MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST SERIES 2002-1 (August 12th, 2004)

Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2002-1 Supplement (as amended and Supplemented, the Series Supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank Minnesota, National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Certificateholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (August 12th, 2004)

Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the ‘Agreement’), as supplemented by the Series 2004-1 Supplement (the series supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank, National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (August 11th, 2004)

Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the “Agreement”), as supplemented by the Series 2004-1 Supplement (the series supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank, National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY NOTEHOLDERS STATEMENT MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 (July 16th, 2004)

Created 07/14/04 4:57 PM Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 15, 2001 (as may be amended, from time to time, the “Agreement”), as supplemented by the Series 2004-1 Supplement (the series supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank, National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Noteholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MONTHLY CERTIFICATEHOLDERS STATEMENT MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST SERIES 2002-1 (July 16th, 2004)

Created 07/13/04 6:35 PM Pursuant to the Amended Pooling and Servicing Agreement, dated as of June 14, 2001 supplemented by the Series 2002-1 Supplement (as amended and Supplemented, the Series Supplement), each among AFCO Credit and AFCO Acceptance, as Servicer and Seller and Wells Fargo Bank Minnesota, National Association, as Trustee, the Servicer is required to prepare certain information each month regarding distributions to Certificateholders and the performance of the Trust. The information with respect to the applicable Distribution Date and Monthly Period is set forth below.

Mellon Premium Finance Loan Owner Trust – MELLON PREMIUM FINANCE LOAN OWNER TRUST Transferor AFCO CREDIT CORPORATION Servicer AFCO ACCEPTANCE CORPORATION Servicer PREMIUM FINANCING SPECIALISTS, INC. Back-up Servicer PREMIUM FINANCING SPECIALISTS OF CALIFORNIA, INC. Back-up Servicer And WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee on behalf of the Series 2004-MC Holders (July 6th, 2004)

SERIES 2004-MC SUPPLEMENT, dated as of June 24, 2004 (this “Series Supplement”), by and among MELLON PREMIUM FINANCE LOAN OWNER TRUST, a Delaware business trust, as Transferor, AFCO CREDIT CORPORATION, a New York corporation, as Servicer, AFCO ACCEPTANCE CORPORATION, a California corporation, as Servicer, PREMIUM FINANCING SPECIALISTS, INC., a Missouri corporation, as Back-up Servicer, PREMIUM FINANCING SPECIALISTS OF CALIFORNIA, INC., a California corporation, as Back-up Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wells Fargo Bank Minnesota, National Association), a national banking association, as Trustee under the Amended and Restated Pooling and Servicing Agreement, dated as of June 15, 2001 (the “Agreement”), by and among each Servicer, each Back-up Servicer, the Transferor and the Trustee, as amended by Amendment No. 1 thereto, dated June 24, 2004.

Mellon Premium Finance Loan Owner Trust – MELLON BANK PFL MASTER NOTE TRUST as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Indenture Trustee (July 6th, 2004)

THIS INDENTURE between MELLON BANK PFL MASTER NOTE TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of June 24, 2004.

Mellon Premium Finance Loan Owner Trust – MELLON BANK PFL MASTER NOTE TRUST as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Indenture Trustee SERIES 2004-1 INDENTURE SUPPLEMENT dated as of June 24, 2004 to INDENTURE dated as of June 24, 2004 (July 6th, 2004)

This SERIES 2004-1 INDENTURE SUPPLEMENT (this “Indenture Supplement”), by and between MELLON BANK PFL MASTER NOTE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), and WELLS FARGO BANK, National Association, a national banking association (the “Indenture Trustee”), is made and entered into as of June 24, 2004.

Mellon Premium Finance Loan Owner Trust – AMENDED AND RESTATED TRUST AGREEMENT Dated as of June 24, 2004 (July 6th, 2004)

This AMENDED AND RESTATED TRUST AGREEMENT, is dated as of June 24, 2004 (as amended, supplemented or modified from time to time, this “Agreement”), among CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as owner trustee (in such capacity, the “Owner Trustee”), MELLON PREMIUM FINANCE LOAN OWNER TRUST, a Delaware statutory trust, as Depositor (in such capacity, the “Depositor”), and MELLON BANK, N.A., a national banking association, as administrator hereunder (in such capacity, the “Administrator”).

Mellon Premium Finance Loan Owner Trust – MELLON BANK PFL MASTER NOTE TRUST SERIES 2004-1 UNDERWRITING AGREEMENT (July 6th, 2004)
Mellon Premium Finance Loan Owner Trust – Re: Mellon Bank Premium Finance Loan Master Trust; Mellon Bank PFL Master Note Trust (June 17th, 2004)

We have been asked to deliver this opinion in connection with the preparation of a registration statement (the “Registration Statement”) filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), relating to an earlier effective registration statement (Nos. 333-113957, 333-113957-01, 333-113957-02 and 333-113957-03) for the same offering, relating to (i) the issuance by Mellon Bank Premium Finance Loan Master Trust (the “Trust”) of the Mellon Bank Premium Finance Loan Master Trust Asset Backed Certificate, Series 2004-MC (the “Collateral Certificate”) pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of June 15, 2001 (the “Pooling and Servicing Agreement”), as amended, and the Series 2004-MC Supplement thereto, to be dated as of June , 2004 (the “Agreement”), each among Mellon Premium Finance Loan Owner Trust, as transferor (the “Transferor”), AFCO Credit Corporation, as servicer (the “Servicer”), AFCO Acceptance Corporation, as