Mellon Bank Premium Finance Loan Master Trust Sample Contracts

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ARTICLE I DEFINITIONS
Receivables Purchase Agreement • November 29th, 1996 • Mellon Bank Premium Finance Master Trust • Asset-backed securities • New York
Transferor
Pooling and Servicing Agreement • January 16th, 1997 • Mellon Bank Premium Finance Loan Master Trust • Asset-backed securities • New York
RECITALS:
Pooling and Servicing Agreement • July 31st, 1998 • Mellon Bank Premium Finance Loan Master Trust • Asset-backed securities • New York
Transferor
Pooling and Servicing Agreement • November 29th, 1996 • Mellon Bank Premium Finance Master Trust • Asset-backed securities • New York
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...
Pooling and Servicing Agreement • June 1st, 2004 • Mellon Bank Premium Finance Loan Master Trust • Asset-backed securities • New York

SERIES 2004-MC SUPPLEMENT, dated as of June [ ], 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 [ ].

ARTICLE I DEFINITIONS
Receivables Purchase Agreement • January 16th, 1997 • Mellon Bank Premium Finance Loan Master Trust • Asset-backed securities • New York
MELLON BANK, N.A. Transferor AFCO CREDIT CORPORATION Servicer AFCO ACCEPTANCE CORPORATION Servicer
Mellon Bank Premium Finance Loan Master Trust • January 16th, 1997 • Asset-backed securities • New York
MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 2002-1 CLASS A UNDERWRITING AGREEMENT
Underwriting Agreement • December 31st, 2002 • Mellon Bank Premium Finance Loan Master Trust • Asset-backed securities • New York
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 [ ], 2004 to INDENTURE dated as of June [ ], 2004
Indenture • June 1st, 2004 • Mellon Bank Premium Finance Loan Master Trust • Asset-backed securities • New York

This SERIES 2004-1 INDENTURE SUPPLEMENT (this “Indenture Supplement”), by and between MELLON BANK PFL MASTER NOTE TRUST, a statutory business trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, and WELLS FARGO BANK, National Association, a national banking association (the “Indenture Trustee”), is made and entered into as of June [ ], 2004.

MELLON BANK PFL MASTER NOTE TRUST as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Indenture Trustee
Pooling and Servicing Agreement • June 1st, 2004 • Mellon Bank Premium Finance Loan Master Trust • Asset-backed securities • New York

THIS INDENTURE between MELLON BANK PFL MASTER NOTE TRUST, a statutory business trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, 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 [ ], 2004.

Contract
Trust Agreement • June 1st, 2004 • Mellon Bank Premium Finance Loan Master Trust • Asset-backed securities • Delaware

TRUST AGREEMENT, dated as of March 1, 2004, between MELLON PREMIUM FINANCE LOAN OWNER TRUST, a Delaware statutory trust, as depositor (the “Depositor”), Mellon Bank, N.A., a national banking association, as administrator (the “Administrator”), and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association, as owner trustee (the “Owner Trustee”). The Depositor, the Administrator and the Owner Trustee hereby agree as follows:

MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 2002-1 CLASS B UNDERWRITING AGREEMENT
Mellon Bank Premium Finance Loan Master Trust • December 31st, 2002 • Asset-backed securities • New York
MELLON BANK, N.A. Transferor AFCO CREDIT CORPORATION Servicer AFCO ACCEPTANCE CORPORATION Servicer
Pooling and Servicing Agreement • November 29th, 1996 • Mellon Bank Premium Finance Master Trust • Asset-backed securities • New York
AFCO CREDIT CORPORATION MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
Mellon Bank Premium Finance Loan Master Trust • March 29th, 2004 • Asset-backed securities

The undersigned, a duly authorized representative of AFCO Credit Corporation (“AFCO”), as Servicer, pursuant to the Pooling and Servicing Agreement dated as of June 15, 2001 (as may be amended and supplemented from time to time, the “Agreement”), among Mellon Premium Finance Loan Owner Trust, as Transferor, AFCO Credit Corporation, as Servicer, AFCO Acceptance Corporation, as Servicer, Premium Financing Specialists, Inc., as Back-up Servicer, Premium Financing Specialists of California, Inc., as Back-up Servicer and Wells Fargo Bank Minnesota, National Association, as Trustee, does hereby certify that:

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