<PAGE>


                                                                      APPENDIX I
                                                                        [1999-2]

                                  DEFINED TERMS

                  "Accepted Servicing Practices": The Servicer's normal
servicing practices, which in general will conform to the mortgage servicing
practices of prudent mortgage lending institutions which service, for their own
account, mortgage loans of the same type as the Mortgage Loans in the
jurisdictions in which the related Mortgaged Properties are located.

                  "Account": Any of the Collection Account, the Distribution
Accounts, the Cross-collateralization Reserve Accounts, the Note Insurance
Payment Account, the Pre-Funding Accounts or the Capitalized Interest Accounts.

                  "Accountant": A Person engaged in the practice of accounting
who (except when the Indenture provides that an Accountant must be Independent)
may be employed by or affiliated with the Trust or an Affiliate of the Trust.

                  "Accrual Period": With respect to the Class A-1 Notes and any
Distribution Date, the prior calendar month; with respect to the Class A-2 Notes
and any Distribution Date, the period from and including the prior Distribution
Date (or, in the case of the first Distribution Date, from and including the
Closing Date) to and including the day immediately preceding such Distribution
Date.

                  "Act": With respect to any Noteholder, as defined in Section
11.03 of the Indenture.

                  "Addition Notice": A written notice from the Unaffiliated
Seller to the Depositor, the Trust, the Indenture Trustee, the Collateral Agent,
the Rating Agencies and the Note Insurer that the Unaffiliated Seller desires to
make a Subsequent Transfer.

                  "Adjusted Note Rate": With respect to any Distribution Date
for the Class A-1 Notes, the percentage equal to (i) the Class A-1 Note Rate
plus (ii) the Premium Percentage for such Class; with respect to any
Distribution Date for the Class A-2 Notes, the percentage equal to (i) the Class
A-2 Note Rate plus (ii) the Premium Percentage for such Class.

                  "Administrative Costs": With respect to each Class of Notes
and any Distribution Date, the sum of the Indenture Trustee Fee, the Premium
Amount and the Servicing Fee for such Distribution Date and such Class of Notes.

                  "Affiliate": With respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.






<PAGE>

                  "Agent": Any Note Registrar, Collateral Agent, or
Authenticating Agent.

                  "Aggregate Principal Balance": With respect to any Mortgage
Loans and any date of determination, the aggregate of the Principal Balances of
such Mortgage Loans as of such date of determination.

                  "Appraised Value": As to any Mortgaged Property, the appraised
value of the Mortgaged Property based upon the appraisal made by or on behalf of
the related Originator at the time referred to in the related Basic Documents
or, in the case of a Mortgage Loan that is a purchase money mortgage loan, the
sales price of the Mortgaged Property, if such sales price is less than such
appraised value.

                  "Assignment of Mortgage": With respect to each Mortgage Loan,
an assignment of the Mortgage, notice of transfer or equivalent instrument
sufficient under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect of record the sale of the Mortgage to the
Indenture Trustee, for the benefit of the Noteholders and the Note Insurer.

                  "Authenticating Agent": The Person, if any, appointed as
Authenticating Agent by the Owner Trustee, acting at the direction of the
Majority Certificateholders, pursuant to Section 6.14 of the Indenture, until
any successor Authenticating Agent for the Notes is named, and thereafter
"Authenticating Agent" shall mean such successor. The initial Authenticating
Agent shall be the Indenture Trustee. Any Authenticating Agent other than the
Indenture Trustee shall sign an instrument under which it agrees to be bound by
all of the terms of this Indenture applicable to the Authenticating Agent.

                  "Authorized Denominations": Each Class of Notes is issuable
only in the minimum Percentage Interest corresponding to a minimum denomination
of $1,000 or integral multiples of $1,000 in excess thereof; provided, however,
that one Note of each Class is issuable in a denomination equal to any such
multiple plus an additional amount such that the aggregate denomination of all
Notes of such Class shall be equal to the Original Note Principal Balance of
such Class.

                  "Authorized Officer": With respect to (i) the Indenture
Trustee, any Responsible Officer, (ii) the Owner Trustee or the Collateral
Agent, the president, any vice president, any assistant vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, any
trust officer, any financial services officer or any other officer of the Owner
Trustee or the Collateral Agent customarily performing functions similar to
those performed by the above officers and (iii) any other Person, the chairman,
chief operating officer, president or any vice president of such Person.

                  "Available Funds": With respect to any Distribution Date and
any Distribution Account, the amount to be on deposit in such Distribution
Account on such Distribution Date (excluding the amount of any Insured Payment






                                        2
<PAGE>

and prior to the application of such amounts as described in Section 8.02 of the
Indenture for such Distribution Date) as a result of (a) the Servicer's
remittance of the Servicer Remittance Amount on the related Servicer
Distribution Date, (b) any transfers to such Distribution Account made from the
related Capitalized Interest Account and/or the related Pre-Funding Account and
relating to such Distribution Date pursuant to Section 8.01 of the Indenture,
and (c) any transfers to such Distribution Account in respect of the Shortfall
Amount for such Class and such Distribution Date pursuant to Section 8.01 of the
Indenture, until such Shortfall Amount is paid in full, made first, to the
extent of the Net Monthly Excess Cashflow for the other Pool of Mortgage Loans
remaining after payment of any Net Mortgage Loan Interest Shortfalls for such
other Pool, from the Distribution Account relating to such other Pool, second,
from the Cross-collateralization Reserve Account relating to this Pool, and
third, from the Cross-collateralization Reserve Account relating to the other
Pool. For purposes of calculating the Available Funds, any Loan Repurchase Price
or Substitution Adjustment that is paid shall be deemed deposited in the
Distribution Account in the Due Period preceding such Servicer Distribution
Date.

                  "Available Funds Shortfall": With respect to any Distribution
Date and any Class, an amount equal to the excess of the Insured Distribution
Amount for such Distribution Date and for such Class over the Available Funds
for such Distribution Date and such Class available for distribution in respect
of such Insured Distribution Amount.

                  "Back-up Servicer": Wilshire Credit Corporation, a Nevada
corporation, its successors and assigns or any successor appointed herein.

                  "Back-up Servicing Fee": With respect to any Distribution Date
prior to termination of the services of the Back-up Servicer, $1,500.

                  "Back-up Servicing Fee Deficiency": With respect to any
Distribution Date, the amount, if any, by which the Back-up Servicing Fee
exceeds the amount available to be paid to the Back-up Servicer under Section
5.07 or 8.02 of the Indenture, without giving effect to the proviso contained in
the first sentence of the definition of "Servicing Fee."

                  "Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.

                  "Basic Documents": The Indenture, the Trust Agreement, the
Sale and Servicing Agreement, the Unaffiliated Seller's Agreement, the Insurance
Agreement and the Indemnification Agreement.

                  "Beneficial Owner": With respect to a Book-Entry Note, the
Person who is the beneficial owner of such Note as reflected on the books of the
Clearing Agency for the Notes or on the books of a Person maintaining an account
with such Clearing Agency (as either a Direct Participant or an Indirect
Participant, in accordance with the rules of such Clearing Agency).






                                        3
<PAGE>

                  "Best Efforts": Efforts determined to be in good faith and
reasonably diligent by the Person performing such efforts, specifically the
Trust or the Servicer or any other agent of the Trust, as the case may be, in
its reasonable discretion. Such efforts do not require the Trust or the Servicer
or any other agent of the Trust, as the case may be, to enter into any
litigation, arbitration or other legal or quasi-legal proceeding, nor do they
require the Trust or the Servicer or any other agent of the Trust, as the case
may be, to advance or expend fees or sums of money in addition to those
specifically set forth in this Indenture and the Sale and Servicing Agreement.

                  "Book-Entry Notes": Any Notes registered in the name of the
Clearing Agency or its nominee, ownership of which is reflected on the books of
the Clearing Agency or on the books of a person maintaining an account with such
Clearing Agency (as either a Direct Participant or an Indirect Participant in
accordance with the rules of such Clearing Agency).

                  "Book-Entry Termination": The time at which the book-entry
registration of the Book-Entry Notes shall terminate, as specified in Section
2.13 of the Indenture.

                  "Business Day": Any day other than (i) a Saturday or Sunday or
(ii) a day that is either a legal holiday or a day on which the Note Insurer or
banking institutions in the State of New York, the State of Delaware, the State
of New Jersey, the State of North Carolina, the State of Oregon or the state in
which the Indenture Trustee's office from which payments will be made to
Certificateholders, are authorized or obligated by law, regulation or executive
order to be closed.

                  "Business Purpose Property": Any mixed-use property,
commercial property, or four or more unit multifamily property.

                  "Capitalized Interest Account": Each of the Capitalized
Interest Accounts established in accordance with Section 8.01(c) of the
Indenture and maintained by the Indenture Trustee.

                  "Capitalized Interest Requirement": With respect to each Class
of Notes and the Distribution Date occurring in July 1999, August 1999 and
September 1999, (A) the product of (i) one-twelfth of the related Adjusted Note
Rate as calculated as of such Distribution Date and (ii) the related Pre-Funded
Amount as of the first day of the related Due Period, minus (B) thirty (30)
days' interest, at the related Mortgage Interest Rate, on the Subsequent
Mortgage Loans for the related Pool transferred to the Trust during the related
Due Period which had a Due Date after the related Subsequent Cut-Off Date during
the related Due Period, minus (C) the amount of any Pre-Funding Earnings for the
related Pool earned from the last Distribution Date (or the Closing Date with
respect to the July 1999 Distribution Date). In no event will the Capitalized
Interest Requirement for either Pool be less than zero.

                  "CERCLA": The Comprehensive Environmental Response,
Compensation and Liability Act of 1980.

                  "Civil Relief Act": The Soldiers' and Sailors' Civil Relief
Act of 1940, as amended.





                                        4
<PAGE>

                  "Civil Relief Act Interest Shortfall": With respect to any
Distribution Date, for any Mortgage Loan as to which there has been a reduction
in the amount of interest collectible thereon for the most recently ended Due
Period as a result of the application of the Civil Relief Act, the amount, if
any, by which (a) interest collectible on such Mortgage Loan during the most
recently ended calendar month is less than (b) the sum of one month's interest
on the Principal Balance of such Mortgage Loan, calculated at a rate equal to
the related Mortgage Interest Rate.

                  "Class": Each class of Notes designated as the Class A-1 Notes
and the Class A-2 Notes.

                  "Class A-1 Carry-Forward Amount": As of any Distribution Date,
the sum of (a) the amount, if any, by which (i) the Class A-1 Interest
Distribution Amount as of the immediately preceding Distribution Date exceeded
(ii) the amount of interest actually distributed to the Holders of the Class A-1
Notes on such immediately preceding Distribution Date and (b) thirty (30) days'
interest on the amount described in clause (a), calculated at an interest rate
equal to the Class A-1 Note Rate.

                  "Class A-1 Current Interest": With respect to the Class A-1
Notes for any Distribution Date, the interest accrued during the related Accrual
Period at the Class A-1 Note Rate applicable to such Distribution Date on the
Class A-1 Note Principal Balance as of such Distribution Date (and prior to
making any distributions on such Distribution Date).

                  "Class A-1 Distribution Amount": With respect to the Class A-1
Notes for any Distribution Date, the amount to be distributed to the Holders of
the Class A-1 Notes on such Distribution Date, applied first to interest and
then to principal, which amount shall be the sum of (i) any moneys released from
the Pre-Funding Account as a prepayment of principal on the Class A-1 Notes
pursuant to Section 8.01(b) of the Indenture, and (ii) the lesser of (x) the
Class A-1 Formula Distribution Amount for such Distribution Date and (y) the
amount (including any applicable portion of any Insured Payment) available for
distribution on account of the Class A-1 Notes for such Distribution Date.

                  "Class A-1 Formula Distribution Amount": With respect to the
Class A-1 Notes for any Distribution Date, the sum of the Class A-1 Interest
Distribution Amount and the Class A-1 Principal Distribution Amount.

                  "Class A-1 Interest Distribution Amount": With respect to the
Class A-1 Notes for any Distribution Date, an amount equal to (a) the related
Class A-1 Current Interest, less (b) the Class A-1 Mortgage Loan Interest
Shortfall Amount, plus (c) the Class A-1 Carry-Forward Amount, minus (d) any
amounts paid by the Note Insurer in respect of such Class A-1 Carry-Forward
Amount, in each case, as of such Distribution Date.






                                        5
<PAGE>

                  "Class A-1 Mortgage Loan Interest Shortfall Amount": With
respect to the Mortgage Loans in Pool I and any Distribution Date, the sum of
(x) the excess, if any, of the aggregate Prepayment Interest Shortfalls for the
related Due Period over the aggregate amount of Compensating Interest paid by
the Servicer in respect thereto and (y) the aggregate amount of Civil Relief Act
Interest Shortfalls in respect of which the Servicer did not make a Servicer
Advance.

                  "Class A-1 Note": Any Note designated as a "Class A-1 Note" on
the face thereof, in the form of Exhibit A to the Indenture. The Class A-1 Notes
shall be issued with an initial aggregate Note Principal Balance equal to the
Original Note Principal Balance therefor.

                  "Class A-1 Note Principal Balance": As of any date of
determination, the Original Note Principal Balance of the Class A-1 Notes less
any amounts actually distributed with respect to principal thereon on all prior
Distribution Dates.

                  "Class A-1 Note Rate": With respect to any Distribution Date,
the per annum rate equal to 7.130%; provided, that, on any Distribution Date
after the Clean-Up Call Date or the Note Clean-Up Call Date for the Class A-1
Notes, the Class A-1 Note Rate will be 7.630%.

                  "Class A-1 Principal Distribution Amount": With respect to the
Class A-1 Notes for any Distribution Date, the lesser of (x) the Principal
Distribution Amount for Pool I for such Distribution Date, and (y) the Class A-1
Note Principal Balance as of such Distribution Date.

                  "Class A-2 Available Funds Cap Carry-Forward Amount": With
respect to the Class A-2 Notes and any Distribution Date, the sum of (a) the
excess of (x) the Class A-2 Current Interest calculated at the Class A-2 Formula
Note Rate over (y) the Class A-2 Current Interest calculated at the Class A-2
Available Funds Cap Rate, in each case as of such Distribution Date and (b) the
amount of any Class A-2 Available Funds Cap Carry-Forward remaining unpaid from
any previous Distribution Date, with 30 days' interest thereon on the Class A-2
Formula Note Rate.

                  "Class A-2 Available Funds Cap Rate": A per annum rate equal
to the Net Weighted Average Mortgage Interest Rate with respect to the Mortgage
Loans in Pool II, less the rate at which the Indenture Trustee Fee is then
calculated, less 0.75%.

                  "Class A-2 Carry-Forward Amount": As of any Distribution Date,
the sum of (a) the amount, if any, by which (i) the Class A-2 Interest
Distribution Amount as of the immediately preceding Distribution Date exceeded
(ii) the amount of interest actually distributed to the Holders of the Class A-2
Notes on such immediately preceding Distribution Date and (b) thirty (30) days'
interest on the amount described in clause (a), calculated at an interest rate
equal to the Class A-2 Formula Note Rate.

                  "Class A-2 Current Interest": With respect to the Class A-2
Notes for any Distribution Date, the interest accrued during the related Accrual
Period at the Class A-2 Note Rate applicable to such Distribution Date on the
Class A-2 Note Principal Balance as of such Distribution Date (and prior to
making any distributions on such Distribution Date).






                                        6
<PAGE>

                  "Class A-2 Distribution Amount": With respect to the Class A-2
Notes for any Distribution Date, the amount to be distributed to the Holders of
the Class A-2 Notes on such Distribution Date, applied first to interest and
then to principal, which amount shall be the lesser of (x) the Class A-2 Formula
Distribution Amount for such Distribution Date and (y) the amount (including any
applicable portion of any Insured Payment) available for distribution on account
of the Class A-2 Notes for such Distribution Date.

                  "Class A-2 Formula Distribution Amount": With respect to the
Class A-2 Notes for any Distribution Date, the sum of the Class A-2 Interest
Distribution Amount and the Class A-2 Principal Distribution Amount.

                  "Class A-2 Formula Note Rate": A per annum rate equal to LIBOR
plus 0.375%; provided, that, on any Distribution Date after the Clean-Up Call
Date or the Note Clean-Up Call Date for the Class A-2 Note, the Class A-2
Formula Note Rate will be equal to LIBOR plus 0.750% per annum.

                  "Class A-2 Interest Distribution Amount": With respect to the
Class A-2 Notes for any Distribution Date, an amount equal to (a) the related
Class A-2 Current Interest, less (b) the Class A-2 Mortgage Loan Interest
Shortfall Amount and Class A-2 Available Funds Cap Carry-Forward Amounts plus
(c) the Class A-2 Carry-Forward Amount, minus (d) any amounts paid by the Note
Insurer in respect of such Class A-2 Carry-Forward Amount, in each case, as of
such Distribution Date.

                  "Class A-2 Mortgage Loan Interest Shortfall Amount": With
respect to the Mortgage Loans in Pool II and any Distribution Date, the sum of
(x) the excess, if any, of the aggregate Prepayment Interest Shortfalls for the
related Due Period over the aggregate amount of Compensating Interest paid by
the Servicer in respect thereto and (y) the aggregate amount of Civil Relief Act
Interest Shortfalls in respect of which the Servicer did not make a Servicer
Advance.

                  "Class A-2 Note": Any Note designated as a "Class A-2 Note" on
the face thereof, in the form of Exhibit A to the Indenture. The Class A-2 Notes
shall be issued with an initial aggregate Note Principal Balance equal to the
Original Note Principal Balance therefor.

                  "Class A-2 Note Principal Balance": As of any date of
determination, the Original Note Principal Balance of the Class A-2 Notes less
any amounts actually distributed with respect to principal thereon on all prior
Distribution Dates.

                  "Class A-2 Note Rate": With respect to any Distribution Date,
the per annum rate equal to the lesser of (i) the Class A-2 Formula Note Rate
and (ii) the Class A-2 Available Funds Cap Rate for such Distribution Date.

                  "Class A-2 Principal Distribution Amount": With respect to the
Class A-2 Notes for any Distribution Date, the lesser of (x) the Principal
Distribution Amount for Pool II for such Distribution Date and (y) the Class A-2
Note Principal Balance as of such Distribution Date.






                                        7
<PAGE>

                  "Clean-Up Call Date": The first Distribution Date after the
sum of the Aggregate Principal Balances of the Mortgage Loans in Pool I and Pool
II is less than 10% of the sum of the Maximum Collateral Amount for Pool I and
Pool II.

                  "Clearing Agency": An organization registered as a "clearing
agency" pursuant to Section 17A of the Securities and Exchange Act of 1934, as
amended, and the regulations of the Commission thereunder and shall initially be
The Depository Trust Company of New York, the nominee for which is Cede & Co.

                  "Clearing Agency Participants": The entities for whom the
Clearing Agency will maintain book-entry records of ownership and transfer of
Book-Entry Notes, which may include securities brokers and dealers, banks and
trust companies and clearing corporations and certain other organizations.

                  "Closing Date": June 29, 1999.

                  "Code": The Internal Revenue Code of 1986, as amended.

                  "Collateral Agent": JPMorgan Chase Bank, a New York banking
corporation, or its successor-in-interest, or any successor Collateral Agent
appointed as provided in Section 9.08 of the Sale and Servicing Agreement.

                  "Collection Account": The Eligible Account established and
maintained by the Servicer pursuant to Section 5.02(b) of the Sale and Servicing
Agreement.

                  "Combined Loan-to-Value Ratio" or "CLTV": As to any Mortgage
Loan at any time, the fraction, expressed as a percentage, the numerator of
which is the sum of (i) the Principal Balance thereof at such time and (ii) if
such Mortgage Loan is subject to a second mortgage, the unpaid principal balance
of any related first mortgage loan or loans, if any, as of such time, and the
denominator of which is the Appraised Value of any related Mortgaged Property or
Properties as of the date of the appraisal used by or on behalf of the
Unaffiliated Seller to underwrite such Mortgage Loan.

                  "Commission": The United States Securities and Exchange
Commission.

                  "Compensating Interest": As defined in Section 6.05 of the
Sale and Servicing Agreement.

                  "Corporate Trust Office": With respect to (x) the Indenture
Trustee, the principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of the execution of the Basic Documents is located at
450 West 33rd Street, New York, New York, 10001, Attention: ABFS Mortgage Loan
Trust 1999-2; (y) the Owner Trustee, the principal office of the Owner Trustee
at which at any particular time its corporate trust business shall be
principally administered, which office at the date of the execution of the Basic
Documents is located at One Rodney Square, 920 King Street, Suite 102,
Wilmington, Delaware 19801, Attention: Corporate Trust Administration; and (z)
the Collateral Agent, the principal office of the Collateral Agent at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of the Basic Documents
is located at 801 West Greens Road, Houston, Texas 77067, Attention: Custody
Manager.





                                       8
<PAGE>

                  "Cross-collateralization Reserve Accounts": With respect to
each Class of Notes, the segregated trust account, which shall be an Eligible
Account, established and maintained pursuant to Section 8.01(d) of the Indenture
and entitled "The Chase Manhattan Bank, as Indenture Trustee for ABFS Mortgage
Loan Trust 1999-2 Mortgage Backed Notes, Series 1999-2, Class A-[1][2],
Cross-collateralization Reserve Account," as the case may be, on behalf of the
related Noteholders and the Note Insurer.

                  "Cumulative Loan Loss": With respect to any period, the sum of
all Liquidated Loan Losses which occurred during such period.

                  "Cumulative Loss Percentage": As of any date of determination
thereof, the aggregate of all Liquidated Loan Losses since the Closing Date as a
percentage of the sum of (i) the aggregate Principal Balance of the Initial
Mortgage Loans as of the Initial Cut-Off Date and (ii) the aggregate Principal
Balance of any Subsequent Mortgage Loans transferred to the Trust as of the
related Subsequent Cut-Off Date.

                  "Cumulative Loss Test": The Cumulative Loss Test for each
period indicated below is satisfied if the Cumulative Loss Percentage for such
period does not exceed the percentage set out for such period below:

                        Period                        Cumulative Loss Percentage
        -----------------------------------           --------------------------
        31st  -   36th Distribution Date                         1.50%
        37th  -   48th Distribution Date                         1.75%
        49th      Distribution Date and thereafter               2.00%

                  "Curtailment": With respect to a Mortgage Loan, any payment of
principal received during a Due Period as part of a payment that is in excess of
the amount of the Monthly Payment due for such Due Period and which is not
intended to satisfy the Mortgage Loan in full, nor is intended to cure a
Delinquency.

                  "Cut-Off Date": With respect to the Initial Mortgage Loans,
the Initial Cut-Off Date, and with respect to the Subsequent Mortgage Loans, the
Subsequent Cut-Off Date.

                  "Cut-Off Date Aggregate Principal Balance": Means the
aggregate unpaid principal balance of the Initial Mortgage Loans as of the
Initial Cut-Off Date (or, with respect to Initial Mortgage Loans which were
originated after the Initial Cut-Off Date, as of the date of origination). The
Cut-Off Date Aggregate Principal Balance for the Trust is $164,913,971.51. The
Cut-Off Date Aggregate Principal Balance for Pool I and Pool II is
$150,459,287.31 and $14,454,684.20, respectively.

                  "Cut-Off Date Principal Balance": Means as to each Initial
Mortgage Loan, its unpaid principal balance as of the Initial Cut-Off Date (or,
with respect to Initial Mortgage Loans which were originated after the Initial
Cut-Off Date, as of the date of origination).





                                        9
<PAGE>

                  "Debt Service Reduction": With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction of the Monthly Payment due on
such Mortgage Loan in a proceeding under the Bankruptcy Code, except such a
reduction that constitutes a Deficient Valuation or a permanent forgiveness of
principal.

                  "Default": Any occurrence that is, or with notice or the lapse
of time or both would become, an Event of Default.

                  "Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding Principal Balance of the Mortgage
Loan, which valuation results from a proceeding initiated under the Bankruptcy
Code.

                  "Definitive Notes": Notes other than Book-Entry Notes.

                  "Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage Loan.

                  "Delinquency Ratio": With respect to any Distribution Date,
the percentage equivalent of a fraction (a) the numerator of which equals the
aggregate Principal Balances of all Mortgage Loans that are sixty (60) or more
days Delinquent, in foreclosure or converted to REO Property as of the last day
of such Due Period and (b) the denominator of which is the aggregate Principal
Balance of the Mortgage Loans as of the last day of such Due Period.

                  "Delinquent": A Mortgage Loan is "delinquent" if any payment
due thereon is not made by the close of business on the day such payment is
scheduled to be due. A Mortgage Loan is "30 days delinquent" if such payment has
not been received by the close of business on the corresponding day of the month
immediately succeeding the month in which such payment was due, or, if there is
no such corresponding day (e.g., as when a 30-day month follows a 31-day month
in which a payment was due on the 31st day of such month) then on the last day
of such immediately succeeding month. Similarly for "60 days delinquent," "90
days delinquent" and so on.

                  "Depositor": Prudential Securities Secured Financing
Corporation, a Delaware corporation.

                  "Direct Participant": Any broker-dealer, bank or other
financial institution for which the Clearing Agency holds Notes from time to
time as a securities depositary.

                  "Distribution Account": With respect to each Class of Notes,
the segregated trust account, which shall be an Eligible Account, established
and maintained pursuant to Section 8.01(a) of the Indenture and entitled "The
Chase Manhattan Bank, as Indenture Trustee for ABFS Mortgage Loan Trust 1999-2
Mortgage Backed Notes, Series 1999-2, Class A-[1][2], Distribution Account," as
the case may be, on behalf of the related Noteholders and the Note Insurer.






                                       10
<PAGE>

                  "Distribution Amount": The Class A-1 Distribution Amount or
the Class A-2 Distribution Amount, as applicable.

                  "Distribution Date": The 15th day of any month or if such 15th
day is not a Business Day, the first Business Day immediately following,
commencing on July 15, 1999.

                  "Due Date": With respect to each Mortgage Loan and any
Distribution Date, the day of the calendar month preceding the calendar month in
which such Distribution Date occurs on which the Monthly Payment for such
Mortgage Loan was due.

                  "Due Period": With respect to each Distribution Date, the
calendar month preceding the related Distribution Date.

                  "Eligible Account": Either (A) an account or accounts
maintained with an institution (which may include the Indenture Trustee;
provided, that the Indenture Trustee otherwise meets these requirements) whose
deposits are insured by the FDIC, the unsecured and uncollateralized debt
obligations of which institution shall be rated "AA" or better by S&P and "Aa2"
or better by Moody's and in the highest short term rating category by S&P and
Moody's, and which is (i) a federal savings and loan association duly organized,
validly existing and in good standing under the federal banking laws, (ii) an
institution (including the Indenture Trustee) duly organized, validly existing
and in good standing under the applicable banking laws of any state, (iii) a
national banking association duly organized, validly existing and in good
standing under the federal banking laws, (iv) a principal subsidiary of a bank
holding company, or (v) approved in writing by the Note Insurer and the Rating
Agencies or (B) a trust account or accounts maintained with the trust department
of a federal or state chartered depository institution or trust company (which
may include the Indenture Trustee; provided, that the Indenture Trustee
otherwise meets these requirements), having capital and surplus of not less than
$50,000,000, acting in its fiduciary capacity.

                  "ERISA": The Employee Retirement Income Security Act of 1974,
as amended.

                  "Excess Over-collateralized Amount": With respect to a Pool of
Mortgage Loans and any Distribution Date, the excess, if any, of (x) the
Over-collateralized Amount for such Pool that would apply on such Distribution
Date after taking into account the payment of the Class A-1 Distribution Amount
or the Class A-2 Distribution Amount, as applicable, on such Distribution Date
(except for any distributions of Over-collateralization Reduction Amounts for
such Pool on such Distribution Date) over (y) the related Specified
Over-collateralized Amount for such Pool for such Distribution Date; provided,
however, that the Excess Over-collateralized Amount for the period beginning
with the Distribution Date as to which clause (b)(i)(y)(A) of "Specified
Over-collateralized Amount" applies (the "Trigger Date") and ending on the
Distribution Date occurring in the month six months subsequent to the Trigger
Date (inclusive) shall be limited to the amount obtained using the following
formula.




                                       11
<PAGE>


                                   n
                                  --- x E.S.A.
                                   6

                  Where "n" is equal to the number of Distribution Dates that
have occurred since the Trigger Date and "E.S.A." is equal to the amount of
Excess Over-collateralized Amount that would otherwise be obtained for such
Distribution Date without regard to the provisions of this proviso.

                  "Exchange Act": Means the Securities Exchange Act of 1934, as
amended.

                  "Event of Default": As defined in Section 5.01 of the
Indenture.

                  "Fannie Mae": The Federal National Mortgage Association, and
any successor thereto.

                  "FDIC": The Federal Deposit Insurance Corporation, and any
successor thereto.

                  "Final Certification": A certification as to the completeness
of each Indenture Trustee's Mortgage File prepared by the Collateral Agent, on
behalf of the Indenture Trustee, and provided by the Collateral Agent within
ninety (90) of the Closing Date pursuant to Section 2.06(a)(iii) of the Sale and
Servicing Agreement.

                  "Final Stated Maturity Date": With respect to both the Class
A-1 Notes and the Class A-2 Notes, the September 2030 Distribution Date.

                  "Foreclosure Profits": As to any Distribution Date, the
excess, if any, of (i) Net Liquidation Proceeds in respect of each Mortgage Loan
that became a Liquidated Mortgage Loan during the related Due Period over (ii)
the sum of the unpaid Principal Balance of each such Liquidated Mortgage Loan
plus accrued and unpaid interest at the applicable Mortgage Interest Rate on the
unpaid Principal Balance thereof from the Due Date on which interest was last
paid by the Mortgagor (or, in the case of a Liquidated Mortgage Loan that had
been an REO Mortgage Loan, from the Due Date on which interest was last deemed
to have been paid pursuant to Section 5.06 of the Sale and Servicing Agreement)
to the next succeeding Due Date following the date such Loan became a Liquidated
Mortgage Loan.

                  "Freddie Mac": The Federal Home Loan Mortgage Corporation, and
any successor thereto.

                  "GAAP": Generally accepted accounting principles, consistently
applied.

                  "Grant": To assign, transfer, mortgage, pledge, create and
grant a security interest in, deposit, set-over and confirm. A Grant of a






                                       12
<PAGE>

Mortgage Loan and the related Mortgage Files, a Permitted Investment, the Sale
and Servicing Agreement, the Unaffiliated Seller's Agreement, or any other
instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including without limitation the
immediate and continuing right to claim for, collect, receive and give receipts
for principal and interest payments thereunder, Insurance Proceeds, Loan
Purchase Prices and all other moneys payable thereunder and all proceeds
thereof, to give and receive notices and other communications, to make waivers
or other agreements, to exercise all rights and options, to bring Proceedings in
the name of the Granting party or otherwise, and generally to do and receive
anything that the Granting party is or may be entitled to do or receive
thereunder or with respect thereto.

                  "Highest Lawful Rate": As defined in Section 11.19 of the
Indenture.

                  "I&I Payments": Payments due and owing under the Insurance
Agreement other than pursuant to Section 3.02(b) of such Insurance Agreement.

                  "Indemnification Agreement": As defined in the Insurance
Agreement.

                  "Indenture": The Indenture, dated as of June 1, 1999, between
the Trust and the Indenture Trustee, relating to the issuance of the Notes, as
amended by Supplemental Indenture No. 1.

                  "Indenture Trustee": The Chase Manhattan Bank, a New York
banking corporation, or its successor-in-interest, or any successor Indenture
Trustee appointed as provided for in Section 6.09 of the Indenture.

                  "Indenture Trustee Fee": As to any Distribution Date, the fee
payable to the Indenture Trustee in respect of its services as Indenture Trustee
pursuant to Section 6.16 of the Indenture that accrues at a monthly rate equal
to one-twelfth of 0.025% on the Principal Balance of each Mortgage Loan, as of
the immediately preceding Due Date.

                  "Indenture Trustee's Mortgage File": The documents delivered
to the Collateral Agent, on behalf of the Indenture Trustee, pursuant to Section
2.05 of the Sale and Servicing Agreement.

                  "Indenture Trustee's Remittance Report": The statement
prepared pursuant to Section 2.08(d) of the Indenture, containing the following
information with respect to each Class:

                  (a) the amount of the distribution with respect to the each
         Class of Notes and the Trust Certificates;

                  (b) the amount of such distributions allocable to principal,
         separately identifying the aggregate amount of any Prepayments or other
         unscheduled recoveries of principal included therein and separately
         identifying any Over-collateralization Increase Amounts for each Pool;







                                       13
<PAGE>

                  (c) the amount of such distributions allocable to interest and
         the calculation thereof;

                  (d) the Note Principal Balance of each Class of Notes as of
         such Distribution Date, together with the Note Principal Balance of
         each Class of Notes (based on a Note in an original Note Principal
         Balance of $1,000) then outstanding, in each case after giving effect
         to any payment of principal on such Distribution Date;

                  (e) the amount of any Insured Payment included in the amounts
         distributed to the Noteholders on such Distribution Date;

                  (f) the total of any Substitution Adjustments and any Loan
         Repurchase Price amounts included in such distribution;

                  (g) the amounts, if any, of any Liquidated Loan Losses for
         consumer purpose loans and for business purpose loans for the related
         Due Period and cumulative Liquidated Loan Losses since the Closing Date
         for consumer purpose loans and for business purpose loans;

                  (h) the Pre-Funding Amount for each Class on such Distribution
         Date; and

                  (i) LIBOR for such Distribution Date.

                  Items (a), (b) and (c) above shall, with respect to each Class
of Notes, be presented on the basis of a Note having a $1,000 denomination. In
addition, by January 31 of each calendar year following any year during which
the Notes are outstanding, the Indenture Trustee shall furnish a report to each
Holder of record if so requested in writing at any time during each calendar
year as to the aggregate of amounts reported pursuant to (a), (b) and (c) with
respect to the Notes for such calendar year.

                  "Independent": When used with respect to any specified Person,
means such a Person who (i) is in fact independent of the Trust and any other
obligor upon the Notes, (ii) does not have any direct financial interest or any
material indirect financial interest in the Trust or in any such other obligor
or in an Affiliate of the Trust or such other obligor, and (iii) is not
connected with the Trust or any such other obligor as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions. Whenever it is herein provided that any Independent Person's opinion
or certificate shall be furnished to the Indenture Trustee, such Person shall be
appointed by a Trust Order and such opinion or certificate shall state that the
signer has read this definition and that the signer is Independent within the
meaning hereof.

                  "Indirect Participant": Any financial institution for whom any
Direct Participant holds an interest in a Note.

                  "Individual Note": A Note of an Original Note Principal
Balance of $1,000; a Note of an Original Note Principal Balance in excess of
$1,000 shall be deemed to be a number of Individual Notes equal to the quotient
obtained by dividing such Original Note Principal Balance amount by $1,000.





                                       14
<PAGE>

                  "Initial Certification": A certification as to the
completeness of each Mortgage File prepared by the Collateral Agent, on behalf
of the Indenture Trustee, and provided by the Collateral Agent within thirty
(30) of the Closing Date pursuant to Section 2.06(a)(ii) of the Sale and
Servicing Agreement.

                  "Initial Cut-Off Date": The close of business on May 31, 1999
(or with respect to any Initial Mortgage Loan originated or otherwise acquired
by an Originator after May 31, 1999, the date of origination or acquisition of
such Initial Mortgage Loan).

                  "Initial Mortgage Loans": The Mortgage Loans delivered by the
Trust on the Closing Date.

                  "Initial Over-collateralized Amount": With respect to any
Pool, an amount equal to 0.50% of the Maximum Collateral Amount for such Pool.

                  "Insurance Agreement": The Insurance and Indemnity Agreement
dated as of June 1, 1999 among the Note Insurer, the Depositor, the Trust, the
Servicer, the Unaffiliated Seller, and the Originators as such agreement may be
amended or supplemented in accordance with the provisions thereof.

                  "Insurance Policies": All insurance policies insuring any
Mortgage Loan or Mortgaged Property, to the extent the Trust or the Indenture
Trustee has any interest therein.

                  "Insurance Proceeds": Proceeds paid by any insurer pursuant to
any insurance policy covering a Mortgage Loan to the extent such proceeds are
not applied to the restoration of the related Mortgaged Property or released to
the related Mortgagor in accordance with Accepted Servicing Practices.
"Insurance Proceeds" do not include "Insured Payments."

                  "Insured Distribution Amount": With respect to any
Distribution Date and for any Pool, is the sum of (i) the Interest Distribution
Amount for such Pool, (ii) the amount of the Over-collateralization Deficit
applicable to such Pool, if any, with respect to such Distribution Date, and
(iii) with respect to the Distribution Date which is a Final Stated Maturity
Date, the outstanding Note Principal Balance for the related Class of Notes.

                  "Insured Payment": With respect to any Distribution Date and
any Class of Notes, the Available Funds Shortfall for such Class.

                  "Interest Coverage Amount": With respect to any Distribution
Date, is an amount equal to the product of (x) one-twelfth, (y) 1% and (z) the
Aggregate Principal Balance of the Mortgage Loans in Pool I as of the end of the
related Collection Period.





                                       15
<PAGE>

                  "Interest Determination Date": With respect to any Accrual
Period for the Class A-2 Notes, the second London Business Day preceding the
first day of such Accrual Period; provided, however, that with respect to the
July 1999 Distribution Date, the Interest Determination Date shall be the second
London Business Day preceding the Closing Date.

                  "Interest Distribution Amount": The Class A-1 Interest
Distribution Amount or the Class A-2 Interest Distribution Amount, as
applicable.

                  "Late Payment Rate": Has the meaning ascribed thereto in the
Insurance Agreement.

                  "Letter Agreement": The Letter of Representations to the
Clearing Agency from the Indenture Trustee and the Trust dated June 25, 1999.

                  "LIBOR": With respect to any Accrual Period for the Class A-2
Notes, the rate determined by the Indenture Trustee on the related Interest
Determination Date on the basis of the offered rates of the Reference Banks for
one-month U.S. dollar deposits, as such rates appear on Telerate Page 3750, as
of 11:00 a.m. (London time) on such Interest Determination Date. On each
Interest Determination Date, LIBOR for the related Accrual Period will be
established by the Indenture Trustee as follows:

                  (a) If on such Interest Determination Date two or more
         Reference Banks provide such offered quotations, LIBOR for the related
         Accrual Period for the Class A-2 Notes shall be the arithmetic mean of
         such offered quotations (rounded upwards if necessary to the nearest
         whole multiple of 1/16%).

                  (b) If on such Interest Determination Date fewer than two
         Reference Banks provide such offered quotations, LIBOR for the related
         Accrual Period Class A-2 Notes shall be the higher of (i) LIBOR as
         determined on the previous Interest Determination Date and (ii) the
         Reserve Interest Rate.

                  "Liquidated Loan Loss": With respect to any Distribution Date,
the aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Mortgage Loan prior to the Due Date preceding such
Distribution Date, equal to the excess of (i) the unpaid Principal Balance of
each such Liquidated Mortgage Loan, plus accrued interest thereon in accordance
with the amortization schedule at the time applicable thereto at the applicable
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the next succeeding Due Date following the date such
Loan became a Liquidated Mortgage Loan, over (ii) Net Liquidation Proceeds with
respect to such Liquidated Mortgage Loan.

                  "Liquidated Mortgage Loan": A Mortgage Loan with respect to
which the related Mortgaged Property has been acquired, liquidated or foreclosed
and with respect to which the Servicer determines that all Liquidation Proceeds
which it expects to recover have been recovered.





                                       16
<PAGE>

                  "Liquidation Expenses": Expenses incurred by the Servicer in
connection with the liquidation of any defaulted Mortgage Loan or property
acquired in respect thereof (including, without limitation, legal fees and
expenses, committee or referee fees, and, if applicable, brokerage commissions
and conveyance taxes), any unreimbursed amount expended by the Servicer pursuant
to Sections 5.04 and 5.06 of the Sale and Servicing Agreement respecting the
related Mortgage Loan and any unreimbursed expenditures for real property taxes
or for property restoration or preservation of the related Mortgaged Property.
Liquidation Expenses shall not include any previously incurred expenses in
respect of an REO Mortgage Loan which have been netted against related REO
Proceeds.

                  "Liquidation Proceeds": The amount (other than Insurance
Proceeds) received by the Servicer in connection with (i) the taking of all or a
part of Mortgaged Property by exercise of the power of eminent domain or
condemnation, (ii) the liquidation of a defaulted Mortgage Loan through a
Indenture Trustee's sale, foreclosure sale, REO Disposition or otherwise or
(iii) the liquidation of any other security for such Mortgage Loan, including,
without limitation, pledged equipment, inventory and working capital and
assignments of rights and interests made by the related Mortgagor.

                  "Loan Repurchase Price": With respect to any Mortgage Loan,
the Principal Balance of such Mortgage Loan as of the date of purchase, plus all
accrued and unpaid interest on such Principal Balance computed, as of the next
succeeding Due Date for such repurchased Mortgage Loan, at the Mortgage Interest
Rate, net of the Servicing Fee if the Unaffiliated Seller or any of its
Affiliates is the Servicer, plus the amount of any unreimbursed Servicing
Advances made by the Servicer with respect to such Mortgage Loan, which purchase
price shall be deposited in the Collection Account on the next succeeding
Servicer Distribution Date, after deducting therefrom any amounts received in
respect of such repurchased Mortgage Loan or Loans and being held in the
Collection Account for future distribution to the extent such amounts have not
yet been applied to principal or interest on such Mortgage Loan.

                  "Loan-to-Value Ratio" or "LTV": With respect to any Mortgage
Loan as of its date of origination, the ratio on such date borne by the
outstanding Principal Balance of the Mortgage Loan to the Appraised Value of the
related Mortgaged Property.

                  "London Business Day": A day on which banks are open for
dealing in foreign currency and exchange in London and New York City.

                  "Majority Certificateholders": The Holder or Holders of Trust
Certificates evidencing Percentage Interests in excess of 51% in the aggregate.

                  "Majority Noteholders": The Holder or Holders of Notes
evidencing Percentage Interests in excess of 51% in the aggregate.

                  "Maximum Collateral Amount": The sum of the Original Pool
Principal Balance and the Original Pre-Funded Amount for each Class of Notes.






                                       17
<PAGE>

                  "Monthly Payment": As to any Mortgage Loan (including any REO
Mortgage Loan) and any Due Date, the payment of principal and interest due
thereon as specified for such Due Date in the related amortization schedule at
the time applicable thereto (after adjustment for any Curtailments and Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than Deficient
Valuations, or similar proceeding or any moratorium or similar waiver or grace
period).

                  "Monthly Servicing Fee": As defined in Section 5.08 of the
Sale and Servicing Agreement.

                  "Moody's": Moody's Investors Service, Inc., a corporation
organized and existing under Delaware law, or any successor thereto and if such
corporation no longer for any reason performs the services of a securities
rating agency, "Moody's" shall be deemed to refer to any other nationally
recognized rating agency designated by the Note Insurer.

                  "Mortgage": The mortgage, deed of trust or other instrument
creating a first or second lien on the Mortgaged Property.

                  "Mortgage File": As described in Exhibit A to the Sale and
Servicing Agreement.

                  "Mortgage Interest Rate": As to any Mortgage Loan, the per
annum fixed rate at which interest accrues on the unpaid Principal Balance
thereof.

                  "Mortgage Loan Interest Shortfall": With respect to any
Distribution Date, as to any Mortgage Loan, the sum of (a) the excess, if any,
of the Prepayment Interest Shortfall for such Mortgage Loan for the related Due
Period over the Compensating Interest for such Mortgage Loan paid by the
Servicer in respect thereto and (b) any Civil Relief Act Interest Shortfall in
respect of which the Servicer did not make a Servicer Advance.

                  "Mortgage Loan Schedule": The schedule of Initial Mortgage
Loans as of the Initial Cut-Off Date attached as Schedule I to the Indenture,
which will be deemed to be modified automatically to reflect any replacement,
sale, substitution, liquidation, transfer or addition of any Mortgage Loan,
including the addition of a Subsequent Mortgage Loan, pursuant to the terms
hereof. The initial Mortgage Loan Schedule sets forth as to each Initial
Mortgage Loan, and any subsequent Mortgage Loan Schedule provided in connection
with the Subsequent Mortgage Loans will set forth as to each Subsequent Mortgage
Loan: (i) its identifying number and the name of the related Mortgagor; (ii) the
billing address for the related Mortgaged Property including the state and zip
code; (iii) its date of origination; (iv) the original number of months to
stated maturity; (v) the original stated maturity; (vi) the original Principal
Balance; (vii) its Principal Balance as of the applicable Cut-Off Date; (viii)
the Mortgage Interest Rate; (ix) the scheduled monthly payment of principal and
interest and (x) a Pool designation.





                                       18
<PAGE>

                  "Mortgage Loans": The Initial Mortgage Loans and the
Subsequent Mortgage Loans, together with any Qualified Substitute Mortgage Loans
substituted therefor in accordance with the Basic Documents, as from time to
time are held as a part of the Trust, the Initial Mortgage Loans originally so
held being identified in the initial Mortgage Loan Schedule. When used in
respect of any Distribution Date, the term Mortgage Loans shall mean all
Mortgage Loans (including those in respect of which the Indenture Trustee has
acquired the related Mortgaged Property) which have not been repaid in full
prior to the related Due Period, did not become Liquidated Mortgage Loans prior
to such related Due Period or were not repurchased or replaced by the
Unaffiliated Seller prior to such related Due Period.

                  "Mortgage Note": The original, executed note or other evidence
of any indebtedness of a Mortgagor under a Mortgage Loan.

                  "Mortgage Portfolio Performance Test": The Mortgage Portfolio
Performance Test is satisfied for any date of determination thereof if either
(a) (i) the Rolling Six Month Delinquency Rate is less than or equal to 11.00%,
(ii) the Over-collateralization Loss Test is satisfied and (iii) if the Twelve
Month Loss Amount is not greater than or equal to 1.25% of the Principal Balance
of the Mortgage Loans in each Pool as of the first day of the twelfth preceding
calendar month or (b) the Note Insurer, by notice to the Trust, the Servicer,
the Indenture Trustee and the Collateral Agent, expressly waives in writing
compliance with the foregoing tests for such Distribution Date.

                  "Mortgaged Property": The underlying property or properties
securing a Mortgage Loan, consisting of a fee simple interest in one or more
parcels of land.

                  "Mortgagor":  The obligor on a Mortgage Note.

                  "Net Foreclosure Profits": As to any Distribution Date, the
excess, if any, of (i) the aggregate Foreclosure Profits with respect to such
Distribution Date over (ii) Liquidated Loan Losses with respect to such
Distribution Date.

                  "Net Liquidation Proceeds": As to any Liquidated Mortgage
Loan, Liquidation Proceeds net of Liquidation Expenses and net of any
unreimbursed Periodic Advances and Servicing Advances made by the Servicer. For
all purposes of the Basic Documents, Net Liquidation Proceeds shall be allocated
first to accrued and unpaid interest on the related Mortgage Loan and then to
the unpaid Principal Balance thereof.

                  "Net Monthly Excess Cashflow": With respect to any
Distribution Date and any Pool, the excess of (x) the Available Funds for such
Pool then on deposit in the related Distribution Account over (y) the sum of (i)
the Interest Distribution Amount for such Pool and such Distribution Date, (ii)
the Principal Distribution Amount for such Pool and such Distribution Date,
calculated for this purpose without regard to any Over-collateralization
Increase Amount (or portion thereof included therein) for such Pool and such
Distribution Date, (iii) the amounts due to the Note Insurer for such Pool on
such Distribution Date pursuant to Section 8.02(ii) of the Indenture, (iv) the
Indenture Trustee Fees allocable to such Pool for such Distribution Date, and
(v) the Back-up Servicing Fee Deficiency.





                                       19
<PAGE>

                  "Net Mortgage Loan Interest Shortfall Amount": The Class A-1
Mortgage Loan Interest Shortfall or the Class A-2 Mortgage Loan Interest
Shortfall Amount, as applicable.

                  "Net REO Proceeds": As to any REO Mortgage Loan, REO Proceeds
net of any related expenses of the Servicer.

                  "Net Weighted Average Mortgage Interest Rate": With respect to
any Due Period, the weighted average Mortgage Interest Rates (weighted by
Principal Balances) of the Mortgage Loans, calculated at the opening of business
on the first day of such Due Period, less the Servicing Fee Rate, and less the
Premium Percentage.

                  "Nonrecoverable Advances": With respect to any Mortgage Loan,
(a) any Periodic Advance previously made and not reimbursed from late
collections pursuant to Section 5.03 of the Sale and Servicing Agreement, or (b)
a Periodic Advance proposed to be made in respect of a Mortgage Loan or REO
Property either of which, in the good faith business judgment of the Servicer,
as evidenced by an Officer's Certificate delivered to the Note Insurer and the
Indenture Trustee no later than the Business Day following such determination,
would not ultimately be recoverable pursuant to Section 5.03 of the Sale and
Servicing Agreement.

                  "Note": Any Class A-1 Note or Class A-2 Note executed by the
Owner Trustee on behalf of the Trust and authenticated by the Indenture Trustee.

                  "Noteholder" or "Holder": Each Person in whose name a Note is
registered in the Note Register, except that, solely for the purposes of giving
any consent, waiver, request or demand pursuant to the Indenture, any Note
registered in the name of the Servicer or any Subservicer or the Unaffiliated
Seller, or any Affiliate of any of them, shall be deemed not to be outstanding
and the undivided Percentage Interest evidenced thereby shall not be taken into
account in determining whether the requisite percentage of Notes necessary to
effect any such consent, waiver, request or demand has been obtained. For
purposes of any consent, waiver, request or demand of Noteholders pursuant to
the Indenture, upon the Indenture Trustee's request, the Servicer and the
Unaffiliated Seller shall provide to the Indenture Trustee a notice identifying
any of their respective Affiliates or the Affiliates of any Subservicer that is
a Noteholder as of the date(s) specified by the Indenture Trustee in such
request. Any Notes on which payments are made under the Note Insurance Policy
shall be deemed to be Outstanding and held by the Note Insurer to the extent of
such payment.

                  "Note Clean-Up Call Date": With respect to the Class A-1
Notes, the first Distribution Date after the Class A-1 Note Principal Balance is
less than or equal to 10% of the Original Note Principal Balance of the Class
A-1 Notes; with respect to the Class A-2 Notes, the first Distribution Date
after the Class A-2 Note Principal Balance is less than or equal to 10% of the
Original Note Principal Balance of the Class A-2 Notes.





                                       20
<PAGE>

                  "Note Insurance Payment Account": The Note Insurance Payment
Account established in accordance with Section 8.03(c) of the Indenture and
maintained by the Indenture Trustee.

                  "Note Insurance Policy": The Financial Guaranty Insurance
Policy No. 50824-N, all endorsements thereto dated the Closing Date, issued by
the Note Insurer for the benefit of the Noteholders.

                  "Note Insurer": Financial Security Assurance Inc., a monoline
stock insurance company organized and created under the laws of the State of New
York, and any successors thereto.

                  "Note Insurer Default": The existence and continuance of any
of the following:

                  (a) the Note Insurer shall have failed to make a required
         payment when due under the Note Insurance Policy;

                  (b) the Note Insurer shall have (i) filed a petition or
         commenced any case or proceeding under any provision or chapter of the
         Bankruptcy Code, the New York State Insurance Law or any other similar
         federal or state law relating to insolvency, bankruptcy,
         rehabilitation, liquidation, or reorganization, (ii) made a general
         assignment for the benefit of its creditors or (iii) had an order for
         relief entered against it under the Bankruptcy Code, the New York State
         Insurance Law or any other similar federal or state law relating to
         insolvency, bankruptcy, rehabilitation, liquidation, or reorganization
         that is final and nonappealable; or

                  (c) a court of competent jurisdiction, the New York Department
         of Insurance or any other competent regulatory authority shall have
         entered a final and nonappealable order, judgment or decree (i)
         appointing a custodian, indenture trustee, agent, or receiver for the
         Note Insurer or for all or any material portion of its property or (ii)
         authorizing the taking of possession by a custodian, indenture trustee,
         agent, or receiver of the Note Insurer or of all or any material
         portion of its property.

                  "Note Principal Balance": As to any particular Note and date
of determination, the product of the Percentage Interest evidenced thereby and
the aggregate principal balance of all Notes of the same Class as of such date
of determination. The Trust Certificates do not have a "Note Principal Balance".

                  "Note Rate": The Class A-1 Note Rate or the Class A-2 Note
Rate, as applicable.

                  "Note Register": As defined in Section 2.06 of the Indenture.

                  "Note Registrar": As defined in Section 2.06 of the Indenture.





                                       21
<PAGE>


                  "Note Termination Price": With respect to either Class, an
amount equal to the sum of (i) 100% of the aggregate Note Principal Balance of
such Class, plus accrued and unpaid interest thereon, and (ii) any unreimbursed
amounts due to the Note Insurer under the Basic Documents and any I&I Payments.

                  "Notes": The Class A-1 Notes and the Class A-2 Notes.

                  "Officer's Certificate": A certificate signed by the chairman
of the board, the president or a vice president and the treasurer, the secretary
or one of the assistant treasurers or assistant secretaries of the Unaffiliated
Seller, the Servicer, the Back-up Servicer or the Depositor, or, with respect to
the Trust, a certificate signed by a Responsible Officer of the Owner Trustee,
at the direction of the related Majority Certificateholders as required by any
Basic Document.

                  "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be counsel for the Unaffiliated Seller, the Servicer, the
Back-up Servicer, the Depositor, the Indenture Trustee, the Owner Trustee, a
Noteholder or a Noteholder's prospective transferee or the Note Insurer
(including except as otherwise provided herein, in-house counsel) reasonably
acceptable to each addressee of such opinion and experienced in matters relating
to the subject of such opinion.

                  "Original Note Principal Balance": As of the Closing Date and
as to the Class A-1 Notes, $197,010,000 and as to the Class A-2 Notes, $
21,890,000. The Trust Certificates do not have an "Original Note Principal
Balance."

                  "Original Pool Principal Balance": The aggregate Principal
Balance of the Mortgage Loans, as of the Initial Cut-Off Date, which amount for
the Trust is equal to $164,913,971.51. The Original Pool Principal Balance for
Pool I and Pool II is $150,459,287.31 and $14,454,684.20, respectively.

                  "Original Capitalized Interest Amount": With respect to the
Class A-1 Notes, $571,677.07 and with respect to the Class A-2 Notes,
$58,098.93.

                  "Original Pre-Funded Amount": With respect to the Class A-1
Notes, $47,540,712.69 and with respect to the Class A-2 Notes, $7,545,315.80.

                  "Originators": American Business Credit, Inc., HomeAmerican
Credit, Inc., d/b/a Upland Mortgage and New Jersey Mortgage and Investment Corp.

                  "Outstanding": As of the date of determination, all Notes
theretofore authenticated and delivered under the Indenture except:

                  (a) Definitive Notes theretofore canceled by the Note
         Registrar or delivered to the Note Registrar for cancellation;

                  (b) Notes or portions thereof for whose payment or redemption
         money in the necessary amount has been theretofore deposited with the
         Indenture Trustee in trust for the Holders of such Notes; provided,
         however, that if such Notes are to be redeemed, notice of such
         redemption has been duly given pursuant to this Indenture or provision
         therefor, satisfactory to the Indenture Trustee, has been made;





                                       22
<PAGE>


                  (c) Notes in exchange for or in lieu of which other Notes have
         been authenticated and delivered pursuant to this Indenture unless
         proof satisfactory to the Indenture Trustee is presented that any such
         Notes are held by a bona fide purchaser (as defined by the Uniform
         Commercial Code of the applicable jurisdiction); and

                  (d) Notes alleged to have been destroyed, lost or stolen that
         have been paid as provided for in Section 2.07 of the Indenture;

provided, however, that in determining whether the Holders of the requisite
percentage of the Note Principal Balance of the Outstanding Notes have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Notes owned by the Trust, any other obligor upon the Notes or any Affiliate of
the Trust, the Unaffiliated Seller, the Servicer or the Depositor or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes that the Indenture Trustee knows to be so owned shall be so disregarded.
Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Trust, any other obligor upon the Notes or any Affiliate of
the Trust, the Unaffiliated Seller, the Servicer or the Depositor or such other
obligor; provided, further, however, that Notes that have been paid with the
proceeds of the Note Insurance Policy shall be deemed to be Outstanding for the
purposes of this Indenture, such payment to be evidenced by written notice from
the Note Insurer to the Indenture Trustee, and the Note Insurer shall be deemed
to be the Holder thereof to the extent of any payments thereon made by the Note
Insurer which have not been reimbursed.

                  "Over-collateralization Deficit": As of any Distribution Date,
the amount, if any, by which (a) the aggregate Note Principal Balance of the
Notes, after taking into account the payment of the Principal Distribution
Amount for each Pool (except for any amount in respect of the
Over-collateralization Deficit) on such date exceeds (b) the sum of (i) the
Aggregate Principal Balances of the Mortgage Loans in such Pool determined as of
the end of the immediately preceding Due Period, (ii) the amount, if any, on
deposit in the Pre-Funding Accounts as of the close of business on the last day
of the immediately preceding Due Period, and (iii) the amount on deposit in the
Cross-collateralization Reserve Accounts on such Distribution Date, after
application of all amounts due on such Distribution Date.

                  "Over-collateralization Deficiency Amount": With respect to
any Distribution Date and any Pool, the difference, if greater than zero,
between (a) the Specified Over-collateralized Amount for such Pool applicable to
such Distribution Date and (b) the Over-collateralized Amount for such Pool
applicable to such Distribution Date prior to taking into account the payment of
any related Over-collateralization Increase Amount for such Pool on such
Distribution Date.






                                       23
<PAGE>

                  "Over-collateralization Increase Amount": With respect to any
Distribution Date and any Pool, the lesser of:

                  (a) the Over-collateralization Deficiency Amount for such Pool
         as of such Distribution Date (after taking into account the payment of
         the Principal Distribution Amount for such Pool on such Distribution
         Date (except for any Over-collateralization Increase Amount for such
         Pool)); and

                      (b) (i) with respect to the first Distribution Date, zero,
                  and

                      (ii) with respect to any other Distribution Date, 100% of
                  the amount of Net Monthly Excess Cashflow on such Distribution
                  Date.

                  "Over-collateralization Loss Test": The Over-collateralization
Loss Test for any period set out below is satisfied if the Cumulative Loss
Percentage for such period does not exceed the percentage set out for such
period below:
<TABLE>
<CAPTION>
                              Period                                     Cumulative Loss Percentage
              ------------------------------------                       --------------------------
              <S>                                                        <C>
               1st  -  12th Distribution Date                                      0.75%
              13th  -  24th Distribution Date                                      1.25%
              25th  -  36th Distribution Date                                      1.75%
              37th  -  48th Distribution Date                                      2.00%
              49th  -  Distribution Date and thereafter                            2.50%
</TABLE>
                  "Over-collateralization Reduction Amount": With respect to any
Pool and Distribution Date, an amount equal to the lesser of (a) the Excess
Over-collateralized Amount for such pool and such Distribution Date and (b) the
Principal Distribution Amount for such Pool and such Distribution Date (without
regard to clause (b)(xi) of the definition of "Principal Distribution Amount").

                  "Over-collateralized Amount": As of any Distribution Date and
any Pool, the difference, if any, between (a) the sum of (i) the aggregate
Principal Balances of the Mortgage Loans in such Pool as of the close of
business on the last day of the related Due Period and (ii) the amount on
deposit in the related Pre-Funding Account as of the close of business on the
last day of the immediately preceding Due Period and (b) the aggregate Note
Principal Balance of the related Class as of such Distribution Date (after
taking into account the payment of the Principal Distribution Amount for such
Pool on such Distribution Date, except for any portion thereof related to an
Insured Payment); provided, however, that such amount shall not be less than
zero.

                  "Overfunded Interest Amount": With respect to each Pool and
each Subsequent Transfer Date occurring in June 1999, the excess of (i) the
amount on deposit in the related Capitalized Interest Account, over (ii)
three-months' interest calculated at the related Adjusted Note Rate on the
amount on deposit in the related Pre-Funding Account (net of any Pre-Funding
Earnings for such Pre-Funding Account) immediately following such Subsequent
Transfer Date (disregarding any amount applied from such Pre-Funding Account to
a Subsequent Mortgage Loan that does not have a Due Date in June 1999).





                                       24
<PAGE>


                  With respect to each Pool and each Subsequent Transfer Date
occurring in July 1999, the excess of (i) the amount on deposit in the related
Capitalized Interest Account, over (ii) two-months' interest calculated at the
related Adjusted Note Rate on the amount on deposit in the related Pre-Funding
Account (net of any Pre-Funding Earnings for such Pre-Funding Account)
immediately following such Subsequent Transfer Date (disregarding any amount
applied from the such Pre-Funding Account to a Subsequent Mortgage Loan that
does not have a Due Date in July 1999).

                  With respect to each Pool and each Subsequent Transfer Date
occurring in August 1999, the excess of (i) the amount on deposit in the related
Capitalized Interest Account, over (ii) one-month's interest calculated at the
related Adjusted Note Rate on the amount on deposit in the related Pre-Funding
Account (net of any Pre-Funding Earnings for such Pre-Funding Account)
immediately following such Subsequent Transfer Date (disregarding any amount
applied from the such Pre-Funding Account to a Subsequent Mortgage Loan that
does not have a Due Date in August 1999).

                  "Owner-Occupied Mortgaged Property": A Residential Dwelling as
to which (a) the related Mortgagor represented an intent to occupy as such
Mortgagor's primary residence at the origination of the Mortgage Loan, and (b)
the Unaffiliated Seller has no actual knowledge that such Residential Dwelling
is not so occupied.

                  "Ownership Interest": As to any Note, any ownership or
security interest in such Note, including any interest in such Note as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.

                  "Owner Trustee": Wachovia Trust Company, National Association
(as successor to First Union Trust Company, National Association), a national
banking association, not in its individual capacity, but solely as owner trustee
under the Trust Agreement, and any successor owner trustee thereunder.

                  "Owner Trustee Fee": As defined in Section 8.01 of the Trust
Agreement.

                  "Paying Agent": The Indenture Trustee or any other depository
institution or trust company that is authorized by the Trust pursuant to Section
3.03 of the Indenture to pay the principal of, or interest on, any Notes on
behalf of the Trust, which agent, if not the Indenture Trustee, shall have
signed an instrument agreeing to be bound by the terms of the Indenture
applicable to such Paying Agent.

                  "Percentage Interest": With respect to a Note of any Class,
the portion evidenced by such Note, expressed as a percentage rounded to four
decimal places, equal to a fraction the numerator of which is the denomination
represented by original principal balance of such Note and the denominator of
which is the Original Note Principal Balance of such Class. With respect to a
Trust Certificate, the portion evidenced thereby as stated on the face of such
Trust Certificate.




                                       25
<PAGE>

                  "Periodic Advance": The aggregate of the advances required to
be made by the Servicer on any Servicer Distribution Date pursuant to Section
5.18 of the Sale and Servicing Agreement, the amount of any such advances being
equal to the sum of:

                  (a) with respect to each Mortgage Loan that was Delinquent as
         of the close of business on the last day of the Due Period preceding
         the related Servicer Distribution Date, the product of (i) the
         Principal Balance of such Mortgage Loan and (ii) one-twelfth of the
         Mortgage Interest Rate for such Mortgage Loan net of the Servicing Fee,
         and

                  (b) with respect to each REO Property which was acquired
         during or prior to the related Due Period and as to which an REO
         Disposition did not occur during the related Due Period, an amount
         equal to the excess, if any, of (i) interest on the Principal Balance
         of such REO Mortgage Loan at the Mortgage Interest Rate for such REO
         Mortgage Loan net of the Servicing Fee, for the most recently ended Due
         Period over (ii) the net proceeds from the REO Property transferred to
         the Distribution Account for such Distribution Date;

provided, however, that in each such case such advance has not been determined
by the Servicer to be a Nonrecoverable Advance.

                  "Permitted Investments": As used herein, Permitted Investments
shall include the following:

                  (a) obligations of, or guaranteed as to principal and interest
         by, the United States or any agency or instrumentality thereof when
         such obligations are backed by the full faith and credit of the United
         States;

                  (b) repurchase agreements on obligations specified in clause
         (a) maturing not more than three months from the date of acquisition
         thereof, provided that the unsecured obligations of the party agreeing
         to repurchase such obligations are at the time rated in one of the two
         highest rating categories by the Rating Agencies;

                  (c) certificates of deposit, time deposits and bankers'
         acceptances (which, in the case of bankers' acceptances, shall in no
         event have an original maturity of more than 365 days) of any U.S.
         depository institution or trust company, incorporated under the laws of
         the United States or any state; provided, that the debt obligations of
         such depository institution or trust company at the date of acquisition
         thereof have been rated in one of the two highest rating categories by
         the Rating Agencies;

                  (d) commercial paper (having original maturities of not more
         than 270 days) of any corporation incorporated under the laws of the
         United States or any state thereof which on the date of acquisition has
         been rated in the highest short-term rating category by the Rating
         Agencies;




                                       26
<PAGE>

                  (e) the VISTA U.S. Government Money Market Fund, the VISTA
         Prime Money Market Fund and the VISTA Treasury Plus Fund, so long as
         any such fund is rated in the highest rating category by Moody's or
         S&P;

provided, that no instrument described hereunder shall evidence either the right
to receive (x) only interest with respect to the obligations underlying such
instrument or (y) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provided a yield to maturity at par greater than 120% of the
yield to maturity at par of the underlying obligations; and provided, further,
that no instrument described hereunder may be purchased at a price greater than
par if such instrument may be prepaid or called at a price less than its
purchase price prior to stated maturity.

                  "Person": Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, national banking association,
unincorporated organization or government or any agency or political subdivision
thereof.

                  "Plan": A pension or benefit plan or individual retirement
arrangement that is subject to ERISA or Section 4975 of the Code.

                  "Pool": Pool I or Pool II, as the case may be.

                  "Pool I": The pool of Mortgage Loans held by the Trust, as a
separate sub-trust, which secure the obligations of the Trust with respect to
the Class A-1 Notes, as reflected on the Mortgage Loan Schedule.

                  "Pool I Trust Certificate": A certificate evidencing the
beneficial interest of a Trust Certificateholder in the sub-trust of the Trust
consisting of the Mortgage Loans in Pool I, substantially in the form of Exhibit
A to the Trust Agreement.

                  "Pool II": The pool of Mortgage Loans held by the Trust, as a
separate sub-trust, which secure the obligations of the Trust with respect to
the Class A-2 Notes, as reflected on the Mortgage Loan Schedule.

                  "Pool II Trust Certificate": A certificate evidencing the
beneficial interest of a Trust Certificateholder in the sub-trust of the Trust
consisting of the Mortgage Loans in Pool II, substantially in the form of
Exhibit A to the Trust Agreement.

                  "Predecessor Notes": With respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition, any
Note authenticated and delivered under Section 2.07 of the Indenture in lieu of
a lost, destroyed or stolen Note shall be deemed to evidence the same debt as
the lost, destroyed or stolen Note.







                                       27
<PAGE>

                  "Preference Amount": Any amounts distributed in respect of the
Notes which are recovered from any Holder of a Note as a voidable preference by
a trustee in bankruptcy pursuant to the Bankruptcy Code or other similar law in
accordance with a final, nonappealable order of a court having competent
jurisdiction and which have not theretofore been repaid to such Holder.

                  "Preference Claim": As defined in Section 8.03(f) of the
Indenture.

                  "Pre-Funding Account": Each of the Pre-Funding Accounts
established in accordance with Section 8.01(b) of the Indenture and maintained
by the Indenture Trustee.

                  "Pre-Funding Amount": With respect to either Pool and any date
of determination, the amount on deposit in the related Pre-Funding Account.

                  "Pre-Funding Earnings": With respect to either Pool and any
date of determination, the actual investment earnings realized on amounts
deposited in the related Pre-Funding Account.

                  "Pre-Funding Period": With respect to either Pre-Funding
Account, the period commencing on the Closing Date and ending on the earliest to
occur of (i) the date on which the amount on deposit in such Pre-Funding Account
(exclusive of any investment earnings) is less than $100,000, (ii) the date on
which any Event of Default or Servicer Event Default occurs and (iii) the close
of business on August 31, 1999.

                  "Premium Amount": The product of the Premium Percentage and
the aggregate outstanding Note Principal Balance for the related Class on the
related Distribution Date, but prior to any distributions on such Distribution
Date.

                  "Premium Percentage": The rate at which the "Premium" is
determined, as described in the letter dated June 29, 1999 between the Servicer
and the Note Insurer.

                  "Premium Supplement Event": Means any Event of Default,
Servicer Event of Default or an "Event of Default" as defined in the Insurance
Agreement.

                  "Prepayment Assumption": A constant prepayment rate of 25%
HEP, used solely for determining the accrual of original issue discount and
market discount on the Notes for federal income tax purposes.

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject during the
related Due Period of a Principal Prepayment, an amount equal to the excess, if
any, of (a) 30 days' interest on the Principal Balance of such Mortgage Loan at
a per annum rate equal to (i) the Mortgage Interest Rate (or at such lower rate
as may be in effect for such Mortgage Loan pursuant to application of the Civil
Relief Act, any Deficient Valuation and/or any Debt Service Reduction) minus
(ii) the Servicing Fee Rate over (b) the amount of interest actually remitted by
the Mortgagor in connection with such Principal Prepayment less the Servicing
Fee for such Mortgage Loan in such month.





                                       28
<PAGE>

                  "Principal Balance": As to any Mortgage Loan and any date of
determination, the outstanding principal balance of such Mortgage Loan as of
such date of determination after giving effect to prepayments received prior to
the end of the related Due Period and Deficient Valuations incurred prior to
such date of determination. The Principal Balance of a Mortgage Loan which
becomes a Liquidated Mortgage Loan on or prior to such date of determination
shall be zero.

                  "Principal Distribution Amount": For any Distribution Date and
any Pool of Mortgage Loans will be the lesser of:

                  (a) the excess of (i) the sum, as of such Distribution Date,
         of (A) the Available Funds for such Pool and (B) any Insured Payment
         with respect to the related Class of Notes plus, if the Note Insurer
         shall so elect in its sole discretion, an amount of principal
         (including Liquidated Loan Losses) that would have been payable
         pursuant to clauses (b)(i) through (ix) below if sufficient funds were
         made available to the Indenture Trustee, in accordance with the terms
         of the Note Insurance Policy, over (ii) the sum of (w) the Interest
         Distribution Amount for such Pool, (x) the Indenture Trustee Fee
         allocable to such Pool and (y) the amount due the Note Insurer on such
         Distribution Date pursuant to Section 8.02(ii) of the Indenture in
         respect to the related Class of Notes; and

                  (b) the sum, without duplication, of:

                      (i)   all principal in respect of the Mortgage Loans in
                  such Pool actually collected during the related Due Period;

                      (ii)  the principal balance of each Mortgage Loan that
                  either was repurchased by the Unaffiliated Seller or purchased
                  by the Servicer on the related Servicer Distribution Date from
                  such Pool, to the extent such principal balance is actually
                  received by the Indenture Trustee;

                      (iii) any Substitution Adjustments delivered by the
                  Unaffiliated Seller on the related Servicer Distribution Date
                  in connection with a substitution of a Mortgage Loan in such
                  Pool, to the extent such Substitution Adjustments are actually
                  received by the Indenture Trustee;

                      (iv)  the Net Liquidation Proceeds actually collected by
                  the Servicer with respect to Mortgage Loans in such Pool
                  during the related Due Period (to the extent such Net
                  Liquidation Proceeds relate to principal);

                      (v)   with respect to the July 1999, August 1999 or
                  September 1999 Distribution Dates, moneys released from the
                  related Pre-Funding Account, if any;

                      (vi)  the proceeds received by the Indenture Trustee upon
                  the exercise by the Servicer of the optional redemption of the
                  related Class of Notes pursuant to Section 10.01 of the
                  Indenture (to the extent such proceeds relate to principal);






                                       29
<PAGE>

                      (vii) the amount of any Over-collateralization Deficit
                  with respect to such Pool for such Distribution Date;

                      (viii) the proceeds received by the Indenture Trustee on
                  any termination of the Trust pursuant to Section 10.01 of the
                  Indenture (to the extent such proceeds relate to principal)
                  allocable to such Pool;

                      (ix)   the amount of any Over-collateralization Increase
                  Amount with respect to such Pool for such Distribution Date,
                  to the extent of any Remaining Excess Cashflow for such Pool
                  available for such purpose;

                      (x)    if the Note Insurer shall so elect in its sole
                  discretion, an amount of principal (including Liquidated Loan
                  Losses) that would have been payable pursuant to clauses (i)
                  through (ix) above if sufficient funds were made available to
                  the Indenture Trustee in accordance with the terms of the Note
                  Insurance Policy;

                                      minus
                                      -----

                      (xi)   the amount of any Over-collateralization Reduction
                  Amount for such Pool for such Distribution Date.

                  In no event will the Principal Distribution Amount for a Pool
with respect to any Distribution Date be (x) less than zero or (y) greater than
the then aggregate outstanding Note Principal Balance of the related Class of
Notes.

                  "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date.

                  "Proceeding": Any suit in equity, action at law or other
judicial or administrative proceeding.

                  "Prospectus Supplement": The Prospectus Supplement dated June
25, 1999 relating to the Notes filed with the Commission in connection with the
Registration Statement heretofore filed or to be filed with the Commission
pursuant to Rule 424(b)(2) or 424(b)(5).

                  "Qualified Appraiser": An appraiser, duly appointed by the
Unaffiliated Seller, who had no interest, direct or indirect, in the Mortgaged
Property or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan, and such
appraiser and the appraisal made by such appraiser both satisfy the requirements
of Title XI of the Federal Institutions Reform, Recovery and Enforcement Act of
1989 and the regulations promulgated thereunder, all as in effect on the date
the Mortgage Loan was originated.





                                       30
<PAGE>

                  "Qualified Substitute Mortgage Loan": A mortgage loan or
mortgage loans substituted for a Deleted Mortgage Loan pursuant to Section
2.06(b) or 4.02(b) of the Sale and Servicing Agreement, which (a) has or have an
interest rate at least equal to those applicable to the Deleted Mortgage Loan,
(b) relates or relate to a detached one-family residence or to the same type of
Residential Dwelling or Business Purpose Property, or any combination thereof,
as the Deleted Mortgage Loan and in each case has or have the same or a better
lien priority as the Deleted Mortgage Loan and has or have the same occupancy
status as the Deleted Mortgage Loan or is or are Owner-Occupied Mortgaged
Property(ies), (c) matures or mature no later than (and not more than one year
earlier than) the Deleted Mortgage Loan, (d) has or have a Loan-to-Value Ratio
or Loan-to-Value Ratios at the time of such substitution no higher than the
Loan-to-Value of the Deleted Mortgage Loan, (e) has or have a Combined
Loan-to-Value Ratio or Combined Loan-to-Value Ratios at the time of such
substitution no higher than the Combined Loan-to-Value Ratio of the Deleted
Mortgage Loan, (f) has or have a Principal Balance or Principal Balances (after
application of all payments received on or prior to the date of substitution)
not substantially less and not more than the Principal Balance of the Deleted
Mortgage Loan as of such date, and (g) complies or comply as of the date of
substitution with each representation and warranty set forth in Sections 3.01
and 3.02 of the Unaffiliated Seller's Agreement.

                  "Rating Agency": S&P or Moody's.

                  "Rating Agency Condition": Means, with respect to any action
to which a Rating Agency Condition applies, that each Rating Agency shall have
been given ten (10) days (or such shorter period as is acceptable to each Rating
Agency) prior notice thereof and that each of the Rating Agencies shall have
notified the Indenture Trustee, the Servicer, the Depositor, the Note Insurer
and the Trust in writing that such action will not result in a reduction or
withdrawal of the then current "implied" rating of the Notes that it maintains
without taking into account the Note Insurance Policy.

                  "Record Date": With respect to the Class A-1 Notes, the last
Business Day of the month immediately preceding a month in which a Distribution
Date occurs; with respect to the Class A-2 Notes, the Business Day immediately
preceding the related Distribution Date.

                  "Redemption Price": The Termination Price or the Note
Termination Price, as applicable.

                  "Redemption Date": The Distribution Date, if any, on which (i)
the Indenture is terminated and all of the Notes are redeemed pursuant to
Article X of the Indenture, which date may occur on or after the Clean-Up Call
Date, or (ii) a Class of Notes is redeemed pursuant to Article X of the
Indenture, which date may occur on or after the related Note Clean-Up Call Date.






                                       31
<PAGE>

                  "Reference Banks": Citibank, Barclay's Bank PLC, The Bank of
Tokyo-Mitsubishi and National Westminster Bank PLC; provided, that if any of the
foregoing banks are not suitable to serve as a Reference Bank, then any leading
banks selected by the Unaffiliated Seller which are engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) not controlling, under the control
of or under common control with the Unaffiliated Seller or any affiliate
thereof, (iii) whose quotations appear on the Telerate Page 3750 on the relevant
Interest Determination Date and (iv) which have been designated as such by the
Indenture Trustee.

                  "Reimbursement Amount": With respect to any Distribution Date
and any Pool of Mortgage Loans, equals the sum of (a)(i) all Insured Payments
previously received by the Indenture Trustee and all Preference Amounts
previously paid by the Note Insurer and in each case not previously repaid to
the Note Insurer pursuant to Section 8.02(ii) of the Indenture, plus (ii)
interest accrued on each such Insured Payment and Preference Amounts not
previously repaid calculated at the Late Payment Rate from the date the
Indenture Trustee received the related Insured Payment or Preference Amounts
paid by the Note Insurer, and (b)(i) any amounts then due and owing to the Note
Insurer under the Insurance Agreement (including the Premium Amount due on such
Distribution Date), as certified to the Indenture Trustee by the Note Insurer
plus (ii) interest on such amounts at the rate specified in the Insurance
Agreement. The Note Insurer shall notify the Indenture Trustee and the Servicer
of the amount of any Reimbursement Amount.

                  "Remaining Excess Cashflow": For a Distribution Date and a
Pool of Mortgage Loans, the Net Monthly Excess Cashflow with respect to such
Pool remaining, if any, after payment of (i) any Net Mortgage Loan Interest
Shortfall Amounts for such Pool and such Distribution Date, and (ii) the
Shortfall Amount with respect to the other Pool of Mortgage Loans.

                  "REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.

                  "REO Disposition": The final sale by the Servicer of a
Mortgaged Property acquired by the Servicer in foreclosure or by deed in lieu of
foreclosure.

                  "REO Mortgage Loan": Any Mortgage Loan which is not a
Liquidated Mortgage Loan and as to which the indebtedness evidenced by the
related Mortgage Note is discharged and the related Mortgaged Property is held
as part of the Trust.

                  "REO Proceeds": Proceeds received in respect of any REO
Mortgage Loan (including, without limitation, proceeds from the rental of the
related Mortgaged Property).

                  "REO Property": A Mortgaged Property acquired by the Servicer
in the name of the Indenture Trustee on behalf of the Noteholders through
foreclosure or deed-in-lieu of foreclosure.

                  "Request for Release": A request for release in substantially
the form attached as Exhibit F of the Sale and Servicing Agreement.







                                       32
<PAGE>

                  "Required Information": With respect to the Mortgage Loans and
any date of determination, the information listed on Exhibit H to the Sale and
Servicing Agreement.

                  "Reserve Interest Rate": With respect to any Interest
Determination Date, the rate per annum that the Indenture Trustee determines to
be either (i) the arithmetic mean (rounded upwards if necessary to the nearest
whole multiple of 1/16%) of the one-month U.S. dollar lending rates which three
New York City banks selected by the Indenture Trustee are quoting on the
relevant Interest Determination Date to the principal London offices of leading
banks in the London interbank market or (ii) in the event that the Indenture
Trustee can determine no such arithmetic mean, the lowest one-month U.S. dollar
lending rate which three New York City banks selected by the Indenture Trustee
are quoting on such Interest Determination Date to leading European banks.

                  "Reserve Payment Amount": With respect to any Distribution
Date and any Class of Notes, the amount necessary for the funds on deposit in
the related Cross-collateralization Reserve Account to equal the Specified
Reserve Amount.

                  "Residential Dwelling": A one- to four-family dwelling, a unit
in a planned unit development, a unit in a condominium development or a
townhouse.

                  "Responsible Officer": When used with respect to the Indenture
Trustee or the Owner Trustee, any officer assigned to the Corporate Trust
Division (or any successor thereto), including any Vice President, Second Vice
President, Senior Trust Officer, Trust Officer, Assistant Trust Officer, any
Assistant Secretary, any trust officer or any other officer of the Indenture
Trustee or the Owner Trustee customarily performing functions similar to those
performed by any of the above designated officers and to whom, with respect to a
particular matter, such matter is referred because of such officer's knowledge
of and familiarity with the particular subject. When used with respect to the
Unaffiliated Seller, the Servicer or the back-up Servicer, the president or any
vice president, assistant vice president, or any secretary or assistant
secretary.

                  "Rolling Six Month Delinquency Rate": For any Distribution
Date, the fraction, expressed as a percentage, equal to the average of the
Delinquency Ratio for each of the six (1, 2, 3, 4 or 5 in the case of the first
six (6) Distribution Dates, as the case may be) immediately preceding Due
Periods.

                  "Sale": The meaning specified in Section 5.17 of the
Indenture.

                  "Sale and Servicing Agreement": The Amended and Restated Sale
and Servicing Agreement, dated as of March 5, 2004, among the Trust, the
Servicer, the Back-up Servicer, the Depositor, the Collateral Agent and the
Indenture Trustee, providing for, among other things, the sale of the Mortgage
Loans from the Depositor to the Trust and the servicing of the Mortgage Loans.

                  "Securities Act": Means the Securities Act of 1933, as
amended.






                                       33
<PAGE>

                  "Servicer": American Business Credit, Inc., a Pennsylvania
corporation, or any successor appointed as herein provided.

                  "Servicer Distribution Date": With respect to any Distribution
Date, the 10th day of the month in which such Distribution Date occurs, or if
such 10th day is not a Business Day, the Business Day preceding such 10th day.

                  "Servicer Event of Default": As defined in Section 7.01 of the
Sale and Servicing Agreement.

                  "Servicer Extension Notice": Has the meaning set forth in
Section 8.04 of the Sale and Servicing Agreement.

                  "Servicer Remittance Amount": With respect to any Servicer
Distribution Date, an amount equal to the sum of (i) all collections of
principal and interest on the Mortgage Loans (including Principal Prepayments,
Net REO Proceeds and Net Liquidation Proceeds, if any) collected by the Servicer
during the related Due Period, (ii) all Periodic Advances made by the Servicer
with respect to interest payments due to be received on the Mortgage Loans on
the related Due Date and (iii) any other amounts required to be placed in the
Collection Account by the Servicer pursuant to the Sale and Servicing Agreement
but excluding the following:

                  (a) amounts received on particular Mortgage Loans as late
         payments of interest and respecting which the Servicer has previously
         made an unreimbursed Periodic Advance;

                  (b) amounts received on a particular Mortgage Loan with
         respect to which the Servicer has previously made an unreimbursed
         Servicing Advance, to the extent of such unreimbursed Servicing
         Advance;

                  (c) those portions of each payment of interest on a particular
         Mortgage Loan which represent the Servicing Fee;

                  (d) that portion of Liquidation Proceeds and REO Proceeds to
         the extent of any unpaid Servicing Fee;

                  (e) all income from Permitted Investments that is held in the
         Collection Account for the account of the Servicer;

                  (f) all amounts in respect of late fees, assumption fees,
         prepayment fees and similar fees;

                  (g) certain other amounts which are reimbursable to the
         Servicer, as provided in this Sale and Servicing Agreement; and

                  (h) Net Foreclosure Profits.






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                  "Servicer Remittance Report": The monthly report prepared by
the Servicer and delivered to the parties specified in Section 5.16(a) of the
Sale and Servicing Agreement.

                  "Servicing Advances": All reasonable and customary
"out-of-pocket" costs and expenses incurred in the performance by the Servicer
of its servicing obligations, including, but not limited to, the cost of (a) the
preservation, restoration and protection of the Mortgaged Property, (b) any
enforcement or judicial proceedings, including foreclosures, (c) the management
and liquidation of the REO Property, including reasonable fees paid to any
independent contractor in connection therewith, (d) compliance with the
obligations under Section 5.06 of the Sale and Servicing Agreement, all of which
reasonable and customary out-of-pocket costs and expenses are reimbursable to
the Servicer to the extent provided in Sections 5.03 and 5.06 of the Sale and
Servicing Agreement.

                  "Servicing Compensation": The Servicing Fee and other amounts
to which the Servicer is entitled pursuant to Section 5.08 of the Sale and
Servicing Agreement.

                  "Servicing Fee": As to each Mortgage Loan, the annual fee
payable to the Servicer, which is calculated as an amount equal to the product
of (a) Servicing Fee Rate, and (b) the Principal Balance thereof; provided,
however, that prior to the termination of the Back-up Servicer, the Servicing
Fee shall be reduced on each Payment Date by the amount, if any, of the Back-up
Servicing Fee Deficiency on such Payment Date. The Servicing Fee shall be
calculated and payable monthly only from the amounts received in respect of
interest on such Mortgage Loan and shall be computed on the basis of the same
Principal Balance and for the period respecting which any related interest
payment on a Mortgage Loan is computed. The Servicing Fee includes any servicing
fees owed or payable to any Subservicer.

                  "Servicing Fee Rate": 0.50% per annum

                  "Servicing Officer": Any officer of the Servicer involved in,
or responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Indenture Trustee, the Collateral Agent and the Note Insurer by the
Servicer, as such list may from time to time be amended.

                  "Shortfall Amount": With respect to any Distribution Date and
any Class of Notes, an amount, not less than zero, equal to the excess, if any,
of (A) the sum of (i) the Interest Distribution Amount for such Pool and such
Distribution Date, (ii) the Indenture Trustee Fee allocable to such Pool and
such Distribution Date, (iii) the sum of the amount of all Reimbursement Amounts
relating to such Class of Notes which have not been previously paid as of such
Distribution Date and any other amounts relating to such Class then due to the
Note Insurer pursuant to the Insurance Agreement, and (iv) the amount specified
in clause (b)(vii) of the definition of the Principal Distribution Amount for
such Class over (B) the Available Funds for such Class and such Distribution
Date, without taking into effect any Insured Payment or Shortfall Amount and
prior to the application of the amounts described in Section 8.02 of the
Indenture.





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<PAGE>

                  "Special Advance": As defined in Section 5.18(b) of the Sale
and Servicing Agreement.

                  "Specified Over-collateralized Amount": Means with respect to
any Distribution Date and any Pool:

                  (a) With respect to a Distribution Date occurring on or prior
         to the Stepdown Date and after the Stepdown Date, if the Unaffiliated
         Seller has given five days written notice of its election not to "step
         down" as described in clause (b) below to the Indenture Trustee and the
         Note Insurer, the amount which is equal to 5.00% of the Maximum
         Collateral Amount for such Pool;

                  (b) With respect to a Distribution Date after the Stepdown
         Date unless the Unaffiliated Seller has given five (5) days written
         notice of its election not to "step down" as described in this clause
         to the Indenture Trustee and the Note Insurer, (i) if the Stepdown
         Requirement is satisfied, the lesser of (x) the amount equal to 5.00%
         of the Maximum Collateral Amount for such Pool and (y) the greater of
         (A) the amount equal to 10.00% of the then outstanding aggregate
         Principal Balance of the Mortgage Loans in the related Pool of Mortgage
         Loans or (B) 0.50% of the Maximum Collateral Amount for such Pool or
         (ii) if the Stepdown Requirement is not satisfied, the amount which is
         equal to 5.00% of the Maximum Collateral Amount for such Pool;

provided, however, that if on any Distribution Date, the Mortgage Portfolio
Performance Test is not satisfied, then the Specified Over-collateralized Amount
will be unlimited during the period that such Mortgage Portfolio Performance
Test is not satisfied.

                  "Specified Reserve Amount": Means, with respect to any Pool
and any Distribution Date, the excess, if any, of (x) the Specified
Over-collateralized Amount for such Pool and such Distribution Date, over (y)
the Over-collateralized Amount for such Pool and such Distribution Date.

                  "Standard & Poor's" or "S&P": Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. or any successor thereto
and if such corporation no longer for any reason performs the services of a
securities rating agency, "S&P" shall be deemed to refer to any other nationally
recognized statistical rating organization designated by the Note Insurer.

                  "Startup Day": The day designated as such pursuant to Section
2.07(a) of the Trust Agreement.

                  "Step Down Date": The Distribution Date occurring in December
2001.





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<PAGE>

                  "Step Down Requirement": The Stepdown Requirement is satisfied
for any date of determination thereof if as of such date of determination either
(i) (x) the Rolling Six Month Delinquency Rate is less than 9.75%, (y) the
Cumulative Loss Test is satisfied and (z) the Twelve Month Loss Amount is not
greater than or equal to 0.75% of the Pool Principal Balance as of the first day
of the twelfth preceding calendar month or (ii) the Note Insurer, by notice to
each of the parties hereto in accordance with Section 10.06 of the Sale and
Servicing Agreement, expressly waives in writing compliance with the foregoing
tests for such Distribution Date.

                  "Subsequent Cut-Off Date": With respect to any Subsequent
Mortgage Loans, the close of business on the last day of the calendar month
preceding the month in which the Subsequent Transfer Date for such Subsequent
Mortgage Loans occurred.

                  "Subsequent Contribution Agreement": Any Subsequent
Contribution Agreement, between the Depositor and the Trust, in the form of
Exhibit G to the Sale and Servicing Agreement, relating to the contribution to
the Trust of Subsequent Mortgage Loans.

                  "Subsequent Mortgage Loans": The Mortgage Loans hereafter
purchased by the Trust and pledged to the Indenture Trustee with funds on
deposit in either Pre-Funding Account pursuant to Section 2.14 of the Indenture.

                  "Subsequent Pledge Agreement": Any Subsequent Pledge
Agreement, between the Trust and the Indenture Trustee, in the form of Exhibit B
to the Indenture, relating to the pledge to the Indenture Trustee, on behalf of
the Noteholders and the Note Insurer, of Subsequent Mortgage Loans.

                  "Subsequent Transfer": The purchase by the Trust and pledge to
the Indenture Trustee of the Subsequent Mortgage Loans.

                  "Subsequent Transfer Agreement": Any Subsequent Transfer
Agreement, among the Originators, the Unaffiliated Seller and the Depositor, in
the form of the Exhibit A to the Unaffiliated Seller's Agreement, relating to
the transfer to the Depositor of any Subsequent Mortgage Loans.

                  "Subsequent Transfer Date": The date on which Subsequent
Mortgage Loans are purchased by the Trust with funds in either Pre-Funding
Account, such date occurring before the end of either Pre-Funding Period.

                  "Subservicers": HomeAmerican Credit, Inc., d/b/a Upland
Mortgage, a Pennsylvania corporation, or its successor in interest and New
Jersey Mortgage and Investment Corp., a New Jersey corporation, or its successor
in interest.

                  "Subservicing Agreement": The agreement between the Servicer
and the Subservicers relating to subservicing and/or administration of certain
Mortgage Loans as provided in Section 5.13 of the Sale and Servicing Agreement,
a copy of which shall be delivered, along with any modifications thereto, to the
Indenture Trustee and the Note Insurer.





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<PAGE>

                  "Substitution Adjustment": As to any date on which a
substitution occurs pursuant to Sections 2.06(b) or 4.02(b) of the Sale and
Servicing Agreement, the amount (if any) by which the aggregate principal
balances (after application of principal payments received on or before the date
of substitution) of any Qualified Substitute Mortgage Loans as of the date of
substitution, are less than the aggregate of the Principal Balances of the
related Deleted Mortgage Loans together with 30-days' interest thereon at the
Mortgage Interest Rate.

                  "Supplemental Indenture No. 1": The Supplemental Indenture No.
1, dated as of March 5, 2004, by and among the Issuer and the Indenture Trustee,
which amends the Indenture.

                  "Telerate Page 3750": The display designated as Telerate Page
3750 on the Telerate Service (or such other page as may replace the Telerate
page on that service for the purpose of displaying London interbank offered
rates of major banks).

                  "Termination Price": The sum of (i) 100% of the Aggregate
Principal Balance of each outstanding Mortgage Loan and (ii) the greater of (A)
the aggregate amount of accrued and unpaid interest on the Mortgage Loans
through the related Due Period and (B) thirty (30) days' interest thereon,
computed at a rate equal to the related Mortgage Interest Rate, in each case net
of the Servicing Fee, and (iii) any unpaid amount due the Note Insurer.

                  "Trust": ABFS Mortgage Loan Trust 1999-2, a Delaware statutory
trust.

                  "Trust Agreement": The Trust Agreement, dated as of June 1,
1999, among the Unaffiliated Seller, the Depositor and the Owner Trustee,
relating to the establishment of the Trust.

                  "Trust Certificate": Any one of the Pool I Trust Certificates
or the Pool II Trust Certificates.

                  "Trust Certificateholder" or "Holder": A Person in whose name
a Trust Certificate is registered.

                  "Trust Estate": All money, instruments and other property
subject or intended to be subject to the lien of the Indenture, for the benefit
of the Noteholders and the Note Insurer, as of any particular time, including,
without limitation, all property and interests, including all proceeds thereof,
Granted to the Indenture Trustee, for the benefit of the Noteholders and the
Note Insurer, pursuant to the Granting Clauses of the Indenture. The Trust
Estate shall consist of two separate sub-trusts comprised of Pool I and Pool II.

                  "Trust Indenture Act" or "TIA": The Trust Indenture Act of
1939, as it may be amended from time to time.

                  "Trust Order" and "Trust Request": A written order or request
of the Trust signed on behalf of the Trust by an Authorized Officer of the Owner
Trustee, at the direction of the related Majority Certificateholders and
delivered to the Indenture Trustee or the Authenticating Agent, as applicable.





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<PAGE>

                  "Twelve Month Loss Amount": With respect to any Distribution
Date, an amount equal to the aggregate of all Liquidated Loan Losses on the
Mortgage Loans which became Liquidated Mortgage Loans during the twelve (12)
preceding Due Periods.

                  "Unaffiliated Seller": ABFS 1999-2, Inc., a Delaware
corporation.

                  "Unaffiliated Seller's Agreement": The Unaffiliated Seller's
Agreement, dated as of June 1, 1999, among the Unaffiliated Seller, the
Originators and the Depositor relating to the sale of the Mortgage Loans from
the Originators to the Unaffiliated Seller and from the Unaffiliated Seller to
the Depositor.

                  "Underwriter": Prudential Securities Incorporated.

                  "Underwriting Guidelines": The underwriting guidelines of the
Originators as approved by the Note Insurer and the Depositor.

                  "United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate or trust whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States or a trust if a court within the United States can exercise
primary jurisdiction over its administration and at least one United States
fiduciary has the authority to control all substantial decisions of the trust.
























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