PRUDENTIAL SECURITIES SECURED FINANCING CORP
8-K/A, 2000-05-04
ASSET-BACKED SECURITIES
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934


               Date of Report (Date of earliest event reported)
                                April 14, 2000




              Prudential Securities Secured Financing Corporation
       -----------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)



          Delaware                      333-75489            13-3526694
- ---------------------------           ------------        -------------------
State or Other Jurisdiction           (Commission         (I.R.S. Employer
    Of Incorporation)                 File Number)        Identification No.)



 200 Vesey Street
 New York, New York                                             10285
- ---------------------                                        ----------
(Address of Principal                                        (Zip Code)
  Executive Offices)


Registrant's telephone number, including area code: (212 788-1000

                                   No Change
               ------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

Item 5.  Other Events
         ------------

     The Registrant registered issuances of Home Equity Loan Pass-Through
Certificates on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"), by a Registration Statement on
Form S-3 (Registration File No. 333-75489) (the "Registration Statement").
Pursuant to the Registration Statement, the Registrant issued $211,994,000 in
aggregate principal amount of Class A1, Class A2, Class A3, Class A4 and Class
A5 Certificates of Mortgage Lenders Network Home Equity Loan Trust 2000-1
Pass-Through Certificates, Series 2000-1 on April 14, 2000. A Current Report
on Form 8-K was filed on May 1, 2000 (the "Original 8-K") to satisfy an
undertaking, contained in the definitive Prospectus dated April 10, 2000, as
supplemented by the Prospectus Supplement dated April 10, 2000 (the
"Prospectus Supplement"), to file a copies of certain agreements executed in
connection with the issuance of the Certificates.

     This Current Report on Form 8-K/A is being filed to amend the exhibit
list to the Original 8-K and to file copies of certain additional agreements
executed in connection with the issuance of the certificates.

<PAGE>

     Item 7.  Financial Statements; Pro Forma Financial Information and Exhibits

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     1.1  Underwriting Agreement, dated as of April 10, 2000, among Prudential
          Securities Secured Financing Corporation, as Depositor, and
          Prudential Securities Incorporated, as Underwriter

     99.1 Pooling and Servicing Agreement, dated as of April 1, 2000, among
          Mortgage Lenders Network USA, Inc., as Seller and Servicer,
          Prudential Securities Secured Financing Corporation, as depositor,
          and Norwest Bank Minnesota, N.A., as Trustee.*

     99.2 Insurance and Indemnity Agreement, dated as of April 1, 2000, among
          Financial Security Assurance Inc., Mortgage Lenders Network USA,
          Inc., as Seller and Servicer, and Prudential Securities Financing
          Corporation, as Depositor

     99.3 Indemnification and Contribution Agreement dated April 10, 2000,
          among Prudential Securities Secured Financing Corporation, as
          Depositor, Prudential Securities, Inc, as Underwriter and Mortgage
          Lenders Network USA, Inc., as Seller and Servicer.

     99.4 Financial Guaranty Insurance Policy







- ---------------------

         * Incorporated by reference to the Registrant's Current Report on
Form 8-K dated April 14, 2000, filed with the Securities and Exchange
Commission on May 1, 2000 (File No. 333-75489).

<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      FINANCIAL SECURITIES SECURED
                                      FINANCING CORPORATION



                                      By:/s/ Evan Mitnick
                                         -------------------------------------
                                         Name:   Evan Mitnick
                                         Title:  Vice President



Dated:  May 2, 2000

<PAGE>

                                 EXHIBIT INDEX



Exhibit No.                    Description                             Page No.
- -----------                    -----------                             --------


1.1         Underwriting Agreement, dated as of April 10, 2000, among
            Prudential Securities Secured Financing Corporation, as
            Depositor, and Prudential Securities Incorporated, as
            Underwriter

99.1        Pooling and Servicing Agreement, dated as of April 1, 2000,
            among Mortgage Lenders Network USA, Inc., as Seller and
            Servicer, Prudential Securities Secured Financing
            Corporation, as depositor, and Norwest Bank Minnesota,
            N.A., as Trustee.*

99.2        Insurance and Indemnity Agreement, dated as of  April 1,
            2000, among Financial Security Assurance Inc., Mortgage
            Lenders Network USA, Inc., as Seller and Servicer, and
            Prudential Securities Financing Corporation, as Depositor

99.3        Indemnification and Contribution Agreement dated April 10,
            2000, among Prudential Securities Secured Financing
            Corporation, as Depositor, Prudential Securities, Inc, as
            Underwriter and Mortgage Lenders Network USA, Inc., as
            Seller and Servicer.
99.4        Financial Guaranty Insurance Policy

- --------------
         * Incorporated by reference to the Registrant's Current Report on
Form 8-K dated April 14, 2000, filed with the Securities and Exchange
Commission on May 1, 2000 (File No. 333-75489).



            MORTGAGE LENDERS NETWORK HOME EQUITY LOAN TRUST 2000-1




                           PASS-THROUGH CERTIFICATES



                                 SERIES 2000-1



                            UNDERWRITING AGREEMENT

<PAGE>

                            UNDERWRITING AGREEMENT






PRUDENTIAL SECURITIES INCORPORATED
One New York Plaza
New York, New York  10292

April 10, 2000

Ladies and Gentlemen:

          Prudential Securities Secured Financing Corporation (the
"Depositor") proposes, subject to the terms and conditions stated herein and
in the attached Underwriting Agreement Standard Provisions, dated April 10,
2000 (the "Standard Provisions"), between the Depositor and Prudential
Securities Incorporated, to issue and sell to you (the "Underwriter") the
Securities specified in Schedule I hereto (the "Offered Securities"). The
Depositor agrees that each of the provisions of the Standard Provisions is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Underwriting Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of
the date of this Underwriting Agreement. Each reference to the
"Representative" herein and in the provisions of the Standard Provisions so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Standard Provisions are used herein as
therein defined. The Prospectus Supplement and the accompanying Prospectus
relating to the Offered Securities (together, the "Prospectus") are
incorporated by reference herein.


          Subject to the terms and conditions set forth herein and in the
Standard Provisions incorporated herein by reference, the Depositor agrees to
issue and sell to the Underwriter, and the Underwriter agrees to purchase from
the Depositor, at the time and place and at the purchase price to the
Underwriter and in the manner set forth in Schedule I hereto, the entire
original principal balance of the Offered Securities.





                 [Remainder of Page Intentionally Left Blank]

<PAGE>

          If the foregoing is in accordance with your understanding, please
sign and return to us two counterparts hereof, and upon acceptance hereof by
you, this letter and such acceptance hereof, including the provisions of the
Standard Provisions incorporated herein by reference, shall constitute a
binding agreement between the Underwriter and the Depositor.





                                       Yours truly,

                                       PRUDENTIAL SECURITIES SECURED
                                       FINANCING CORPORATION



                                       By:______________________________
                                          Name:
                                          Title:

Accepted as of the date hereof:


PRUDENTIAL SECURITIES INCORPORATED



By:_______________________________
   Name:
   Title:














                  [Signature Page to Underwriting Agreement]

<PAGE>

                                                                    SCHEDULE I


Title of Offered Securities:       Mortgage Lenders Network Home Equity Loan
                                   Trust 2000-1, Pass-Through Certificates,
                                   Series 2000-1, Class A-1, Class A-2, Class
                                   A-3, Class A-4 and Class A-5.

Terms of Offered Securities:       The Offered Securities shall have the terms
                                   set forth in the Prospectus and shall
                                   conform in all material respects to the
                                   descriptions thereof contained therein, and
                                   shall be issued pursuant to a Pooling and
                                   Servicing Agreement, to be dated as of
                                   April 1, 2000, among the Depositor,
                                   Mortgage Lenders Network USA, Inc., as
                                   seller and servicer and Norwest Bank
                                   Minnesota, National Association, as
                                   trustee.

Purchase Price:                    The purchase price for the Offered
                                   Securities shall be 99.75% of the aggregate
                                   certificate principal balance of the Class
                                   A-1 Certificates, the Class A-2
                                   Certificates, Class A-3 Certificates, Class
                                   A-4 Certificates and Class A-5
                                   Certificates, as of the Closing Date, plus
                                   accrued interest at the per annum rate of
                                   7.605% for Class A-2 Certificate, 7.770% for
                                   Class A-3 Certificate, 8.040% for Class A-4
                                   Certificate, and 7.670% for Class A-5
                                   Certificate, on the aggregate certificate
                                   principal balance of the Class A-2
                                   Certificates, Class A-3 Certificates, Class
                                   A-4 Certificates and Class A-5 Certificates
                                   from, and including April 1, 2000 to, but
                                   not including the Closing Date.

Specified funds for payment of
Purchase Price:                    Federal Funds (immediately available funds).

Required Ratings:                  Aaa by Moody's Investors Service, Inc.

                                   AAA by Standard & Poor's Ratings Services.

Closing Date:                      On or about April 14, 2000 at 10:00 A.M.
                                   eastern standard time or at such other time
                                   as the Depositor and the Underwriter shall
                                   agree.

Closing Location:                  Brown & Wood LLP, 1666 K Street, Washington,
                                   DC 20006.

Name and address of
Representative:                    Designated Representative: Prudential
                                   Securities Incorporated.

Address for Notices, etc.:         One New York Plaza
                                   New York, New York  10292
                                   Attn:  Managing Director - Asset Backed
                                          Financed Group

<PAGE>

                 STANDARD PROVISIONS TO UNDERWRITING AGREEMENT
                                April 10, 2000


          From time to time, Prudential Securities Secured Financing
Corporation, a Delaware corporation (the "Depositor") may enter into one or
more underwriting agreements (each, an "Underwriting Agreement") that provide
for the sale of designated securities to the several underwriters named
therein (such underwriters constituting the "Underwriters" with respect to
such Underwriting Agreement and the securities specified therein). The several
underwriters named in an Underwriting Agreement will be represented by one or
more representatives as named in such Underwriting Agreement (collectively,
the "Representative"). The term "Representative" also refers to a single firm
acting as sole representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative. The standard
provisions set forth herein (the "Standard Provisions") may be incorporated by
reference in any Underwriting Agreement. These Standard Provisions shall not
be construed as an obligation of the Depositor to sell any securities or as an
obligation of any of the Underwriters to purchase such securities. The
obligation of the Depositor to sell any securities and the obligation of any
of the Underwriters to purchase any of the securities shall be evidenced by
the Underwriting Agreement with respect to the securities specified therein.
An Underwriting Agreement shall be in the form of an executed writing (which
may be in counterparts), and may be evidenced by an exchange of telegraphic
communications or any other rapid transmission device designed to produce a
written record of the communications transmitted. The obligations of the
underwriters under these Standard Provisions and each Underwriting Agreement
shall be several and not joint. Unless otherwise defined herein, the terms
defined in the Underwriting Agreement are used herein as defined in the
Prospectus referred to below.

          1. The Offered Securities. The Depositor proposes to sell pursuant
to the applicable Underwriting Agreement to the several Underwriters named
therein residential mortgage loan backed certificates (the "Securities")
representing indebtedness secured primarily by the property of a trust which
consists of a pool of fixed and adjustable rate, first and junior lien
residential mortgage loans (the "Mortgage Loans") and certain related
property. The Securities will be issued pursuant to a Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement") by and among Mortgage
Lenders Network USA, Inc., as seller (in such capacity, the "Seller") and
Servicer (in such capacity, the "Servicer") and Mortgage Lenders Network Home
Equity Loan Trust 2000-1 (the "Trust"), and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee"). The Mortgage Loans will be purchased
by the Depositor pursuant to a Mortgage Loan Purchase Agreement (the "Mortgage
Loan Purchase Agreement") by and between the Depositor and the Seller. The
Mortgage Loans will be sold by the Depositor to the Trust pursuant to the
terms of the Poling and Servicing Agreement.

          The terms and rights of any particular issuance of Securities shall
be as specified in the Underwriting Agreement relating thereto and in or
pursuant to the Pooling and Servicing Agreement identified in such
Underwriting Agreement. The Securities which are the subject of any particular
Underwriting Agreement into which these Standard Provisions are incorporated
are herein referred to as the "Offered Securities."

          The Depositor has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (File No. 333-75489),
including a prospectus relating to the Securities under the Securities Act of
1933, as amended (the "1933 Act"). The term "Registration Statement" means
such registration statement as amended to the date of the Underwriting
Agreement. The term "Base Prospectus" means the prospectus included in the
Registration Statement. The term "Prospectus" means the Base Prospectus
together with the prospectus supplement specifically relating to the Offered
Securities, as first filed with the Commission pursuant to Rule 424. The term
"Preliminary Prospectus" means a preliminary prospectus supplement
specifically relating to the Offered Securities together with the Base
Prospectus.

          2. Offering by the Underwriters. Upon the execution of the
Underwriting Agreement applicable to any Offered Securities and the
authorization by the Representative of the release of such Offered Securities,
the several Underwriters propose to offer for sale to the public the Offered
Securities at the prices and upon the terms set forth in the Prospectus.

          3. Purchase, Sale and Delivery of the Offered Securities. Unless
otherwise specified in the Underwriting Agreement, payment for the Offered
Securities shall be made by certified or official bank check or checks payable
to the order of the Depositor in immediately available or next day funds, at
the time and place set forth in the Underwriting Agreement, upon delivery to
the Representative for the respective accounts of the several Underwriters of
the Offered Securities registered in definitive form and in such names and in
such denominations as the Representative shall request in writing not less
than five full business days prior to the date of delivery. The time and date
of such payment and delivery with respect to the Offered Securities are herein
referred to as the "Closing Date".

          4. Conditions of the Underwriters' Obligations. The respective
obligations of the several Underwriters pursuant to the Underwriting Agreement
shall be subject, in the discretion of the Representative, to the accuracy in
all material respects of the representations and warranties of the Depositor
contained herein as of the date of the Underwriting Agreement and as of the
Closing Date as if made on and as of the Closing Date, to the accuracy in all
material respects of the statements of the officers of the Trust, the
Depositor and the Servicer made in any certificates pursuant to the provisions
hereof and of the Underwriting Agreement, to the performance by the Depositor
of its covenants and agreements contained herein and to the following
additional conditions precedent:

          (a) All actions required to be taken and all filings required to be
     made by or on behalf of the Depositor under the 1933 Act and the
     Securities Exchange Act of 1934, as amended (the "1934 Act") prior to the
     sale of the Offered Securities shall have been duly taken or made.

          (b) (i) No stop order suspending the effectiveness of the
     Registration Statement shall be in effect; (ii) no proceedings for such
     purpose shall be pending before or threatened by the Commission, or by
     any authority administering any state securities or "Blue Sky" laws;
     (iii) any requests for additional information on the part of the
     Commission shall have been complied with to the Representative's
     reasonable satisfaction; (iv) since the respective dates as of which
     information is given in the Registration Statement and the Prospectus
     except as otherwise stated therein, there shall have been no material
     adverse change in the condition, financial or otherwise, earnings,
     affairs, regulatory situation or business prospects of the Depositor; (v)
     there are no material actions, suits or proceedings pending before any
     court or governmental agency, authority or body or threatened, affecting
     the Depositor or the transactions contemplated by the Underwriting
     Agreement; (vi) the Depositor is not in violation of its charter or its
     by-laws or in default in the performance or observance of any obligation,
     agreement, covenant or condition contained in any contract, indenture,
     mortgage, loan agreement, note, lease or other instrument to which it is
     a party or by which it or its properties may be bound, which violations
     or defaults separately or in the aggregate would have a material adverse
     effect on the Depositor; and (vii) the Representative shall have
     received, on the Closing Date a certificate, dated the Closing Date and
     signed by an executive officer of the Depositor, to the foregoing effect.

          (c) Subsequent to the execution of the Underwriting Agreement, there
     shall not have occurred any of the following: (i) if at or prior to the
     Closing Date, trading in securities on the New York Stock Exchange shall
     have been suspended or any material limitation in trading in securities
     generally shall have been established on such exchange, or a banking
     moratorium shall have been declared by New York State or federal
     authorities; (ii) if at or prior to the Closing Date, there shall have
     been an outbreak or escalation of hostilities between the United States
     and any foreign power, or of any other insurrection or armed conflict
     involving the United States which results in the declaration of a
     national emergency or war, and, in the reasonable opinion of the
     Representative, makes it impracticable or inadvisable to offer or sell
     the Offered Securities; or (iii) if at or prior to the Closing Date, a
     general moratorium on commercial banking activities in the State of New
     York shall have been declared by either federal or New York State
     authorities.

          (d) The Representative shall have received, on the Closing Date, a
     certificate dated the Closing Date and signed by an executive officer of
     the Depositor to the effect that attached thereto is a true and correct
     copy of the letter from each nationally recognized statistical rating
     organization (as that term is defined by the Commission for purposes of
     Rule 436(g)(2) under the 1933 Act) that rated the Offered Securities and
     confirming that, unless otherwise specified in the Underwriting
     Agreement, the Offered Securities have been rated in the highest rating
     categories by each such organization and that each such rating has not
     been rescinded since the date of the applicable letter.

          (e) The Representative shall have received, on the Closing Date, an
     opinion of Brown & Wood LLP, special counsel for the Depositor, dated the
     Closing Date, in form and substance satisfactory to the Representative
     and containing opinions substantially to the effect set forth in Exhibit
     A hereto.

          (f) The Representative shall have received, on the Closing Date, an
     opinion of counsel for the Seller and the Servicer, dated the Closing
     Date, in form and substance satisfactory to the Representative and
     counsel for the Underwriters and containing opinions substantially to the
     effect set forth in Exhibit B hereto.

          (g) The Representative shall have received, on the Closing Date, an
     opinion of counsel for the Trustee, dated the Closing Date, in form and
     substance satisfactory to the Representative and counsel for the
     Underwriters and containing opinions substantially to the effect set
     forth in Exhibit C hereto.

          (h) The Representative shall have received, on the Closing Date, an
     opinion of Brown & Wood LLP, special counsel for the Depositor, dated the
     Closing Date, with respect to the incorporation of the Depositor, the
     validity of the Offered Securities, the Registration Statement, the
     Prospectus and other related matters as the Underwriters may reasonably
     require, and the Depositor shall have furnished to such counsel such
     documents as they request for the purpose of enabling them to pass upon
     such matters.

          (i) The Representative shall have received, on or prior to the date
     of first use of the prospectus supplement relating to the Offered
     Securities, and on the Closing Date if requested by the Representative,
     letters of independent accountants of the Depositor in the form and
     reflecting the performance of the procedures previously requested by the
     Representative.

          (j) The Depositor shall have furnished or caused to be furnished to
     the Representative on the Closing Date a certificate of an executive
     officer of the Depositor satisfactory to the Representative as to the
     accuracy of the representations and warranties of the Depositor herein at
     and as of such Closing Date as if made as of such date, as to the
     performance by the Depositor of all of its obligations hereunder to be
     performed at or prior to such Closing Date, and as to such other matters
     as the Representative may reasonably request;

          (k) The Servicer shall have furnished or caused to be furnished to
     the Representative on the Closing Date a certificate of officers of such
     Servicer in form and substance reasonably satisfactory to the
     Representative;

          (l) The Financial Guaranty Insurance Policy shall have been duly
     executed and issued at or prior to the Closing Date and shall conform in
     all material respects to the description thereof in the Prospectus
     Supplement.

          (m) The Representative shall have received, on the Closing Date, an
     opinion of counsel to Financial Security Assurance Inc. (the "Certificate
     Insurer"), dated the Closing Date, in form and substance satisfactory to
     the Representative and counsel for the Underwriters and containing
     opinions as to such matters as the Representative may reasonably request.

          (n) On or prior to the Closing Date there shall not have occurred
     any downgrading, nor shall any notice have been given of (i) any intended
     or potential downgrading or (ii) any review or possible change in rating
     the direction of which has not been indicated, in the rating accorded the
     Certificate Insurer's claims paying ability by any "nationally recognized
     statistical rating organization," as such term is defined for purposes of
     the 1933 Act.

          (o) There has not occurred any change, or any development involving
     a prospective change, in the condition, financial or otherwise, or in the
     earnings, business or operations, since March 31, 2000, of the
     Certificate Insurer, that is in the Representative's judgment material
     and adverse and that makes it in the Representative's judgment
     impracticable to market the Offered Securities on the terms and in the
     manner contemplated in the Prospectus.

          (p) The Representative shall have been furnished such further
     information, certificates, documents and opinions as the Representative
     may reasonably request.

          5. Covenants of the Depositor. In further consideration of the
agreements of the Underwriters contained in the Underwriting Agreement, the
Depositor covenants as follows:

          (a) To furnish the Representative, without charge, copies of the
     Registration Statement and any amendments thereto including exhibits and
     as many copies of the Prospectus and any supplements and amendments
     thereto as the Representative may from time to time reasonably request.

          (b) Immediately following the execution of the Underwriting
     Agreement, the Depositor will prepare a prospectus supplement setting
     forth the principal amount, notional amount or stated amount, as
     applicable, of Offered Securities covered thereby, the price at which the
     Offered Securities are to be purchased by the Underwriters from the
     Depositor, either the initial public offering price or prices or the
     method by which the price or prices at which the Offered Securities are
     to be sold will be determined, the selling concessions and reallowances,
     if any, any delayed delivery arrangements, and such other information as
     the Representative and the Depositor deem appropriate in connection with
     the offering of the Offered Securities, but the Depositor will not file
     any amendment to the Registration Statement or any supplement to the
     Prospectus of which the Representative shall not previously have been
     advised and furnished with a copy a reasonable time prior to the proposed
     filing or to which the Representative shall have reasonably objected. The
     Depositor will use its best efforts to cause any amendment to the
     Registration Statement to become effective as promptly as possible.
     During the time when a Prospectus is required to be delivered under the
     1933 Act, the Depositor will comply so far as it is able with all
     requirements imposed upon it by the 1933 Act and the rules and
     regulations thereunder to the extent necessary to permit the continuance
     of sales or of dealings in the Offered Securities in accordance with the
     provisions hereof and of the Prospectus, and the Depositor will prepare
     and file with the Commission, promptly upon request by the
     Representative, any amendments to the Registration Statement or
     supplements to the Prospectus which may be necessary or advisable in
     connection with the distribution of the Offered Securities by the
     Underwriters, and will use its best efforts to cause the same to become
     effective as promptly as possible. The Depositor will advise the
     Representative, promptly after it receives notice thereof, of the time
     when any amendment to the Registration Statement or any amended
     Registration Statement has become effective or any supplement to the
     Prospectus or any amended Prospectus has been filed. The Depositor will
     advise the Representative, promptly after it receives notice or obtains
     knowledge thereof, of the issuance by the Commission of any stop order
     suspending the effectiveness of the Registration Statement or any order
     preventing or suspending the use of any preliminary Prospectus or the
     Prospectus, or the suspension of the qualification of the Offered
     Securities for offering or sale in any jurisdiction, or of the initiation
     or threatening of any proceeding for any such purpose, or of any request
     made by the Commission for the amending or supplementing of the
     Registration Statement or the Prospectus or for additional information,
     and the Depositor will use its best efforts to prevent the issuance of
     any such stop order or any order suspending any such qualification, and
     if any such order is issued, to obtain the lifting thereof as promptly as
     possible.

          (c) If, at any time when a prospectus relating to the Offered
     Securities is required to be delivered under the 1933 Act, any event
     occurs as a result of which the Prospectus as then amended or
     supplemented would include any untrue statement of a material fact, or
     omit to state any material fact required to be stated therein or
     necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading, or if it is
     necessary for any other reason to amend or supplement the Prospectus to
     comply with the 1933 Act, to promptly notify the Representative thereof
     and upon their request to prepare and file with the Commission, at the
     Depositor's own expense, an amendment or supplement which will correct
     such statement or omission or any amendment which will effect such
     compliance.

          (d) During the period when a prospectus is required by law to be
     delivered in connection with the sale of the Offered Securities pursuant
     to the Underwriting Agreement, the Depositor will file, on a timely and
     complete basis, all documents that are required to be filed by the
     Depositor with the Commission pursuant to Sections 13, 14, or 15(d) of
     the 1934 Act.

          (e) To qualify the Offered Securities for offer and sale under the
     securities or "Blue Sky" laws of such jurisdictions as the Representative
     shall reasonably request and to pay all expenses (including fees and
     disbursements of counsel) in connection with such qualification of the
     eligibility of the Offered Securities for investment under the laws of
     such jurisdictions as the Representative may designate provided that in
     connection therewith the Depositor shall not be required to qualify to do
     business or to file a general consent to service of process in any
     jurisdiction.

          (f) To make generally available to the Depositor's security holders,
     as soon as practicable, but in any event not later than eighteen months
     after the date on which the filing of the Prospectus, as amended or
     supplemented, pursuant to Rule 424 under the 1933 Act first occurs, an
     earnings statement of the Depositor covering a twelve-month period
     beginning after the date of the Underwriting Agreement, which shall
     satisfy the provisions of Section 11(a) of the 1933 Act and the
     applicable rules and regulations of the Commission thereunder (including,
     at the option of the Depositor, Rule 158).

          (g) For so long as any of the Offered Securities remain outstanding,
     to furnish to the Representative upon request in writing copies of such
     financial statements and other periodic and special reports as the
     Depositor may from time to time distribute generally to its creditors or
     the holders of the Offered Securities and to furnish to the
     Representative copies of each annual or other report the Depositor shall
     be required to file with the Commission.

          (h) For so long as any of the Offered Securities remain outstanding,
     the Depositor will, or will cause the Servicer to, furnish to the
     Representative, as soon as available, a copy of (i) the annual statement
     of compliance delivered by the Servicer to the Trustee under the
     applicable Pooling and Servicing Agreement, (ii) the annual independent
     public accountants' servicing report furnished to the Trustee pursuant to
     the applicable Pooling and Servicing Agreement, (iii) each report
     regarding the Offered Securities mailed to the holders of such
     Securities, and (iv) from time to time, such other information concerning
     such Securities as the Representative may reasonably request.

          6. Representations and Warranties of the Depositor. The Depositor
represents and warrants to, and agrees with, each Underwriter, as of the date
of the Underwriting Agreement, as follows:

          (a) The Registration Statement including a prospectus relating to
     the Securities and the offering thereof from time to time in accordance
     with Rule 415 under the 1933 Act has been filed with the Commission and
     such Registration Statement, as amended to the date of the Underwriting
     Agreement, has become effective. No stop order suspending the
     effectiveness of such Registration Statement has been issued and no
     proceeding for that purpose has been initiated or threatened by the
     Commission. A prospectus supplement specifically relating to the Offered
     Securities will be filed with the Commission pursuant to Rule 424 under
     the 1933 Act; provided, however, that a supplement to the Prospectus
     prepared pursuant to Section 5(b) hereof shall be deemed to have
     supplemented the base Prospectus only with respect to the Offered
     Securities to which it relates. The conditions to the use of a
     registration statement on Form S-3 under the 1933 Act, as set forth in
     the General Instructions on Form S-3, and the conditions of Rule 415
     under the 1933 Act, have been satisfied with respect to the Depositor and
     the Registration Statement. There are no contracts or documents of the
     Depositor that are required to be filed as exhibits to the Registration
     Statement pursuant to the 1933 Act or the rules and regulations
     thereunder that have not been so filed.

          (b) On the effective date of the Registration Statement, the
     Registration Statement and the base Prospectus conformed in all material
     respects to the requirements of the 1933 Act and the rules and
     regulations thereunder, and did not include any untrue statement of a
     material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein not misleading; on
     the date of the Underwriting Agreement and as of the Closing Date, the
     Registration Statement and the Prospectus conform, and as amended or
     supplemented, if applicable, will conform in all material respects to the
     requirements of the 1933 Act and the rules and regulations thereunder,
     and on the date of the Underwriting Agreement and as of the Closing Date,
     neither of such documents includes any untrue statement of a material
     fact or omits to state any material fact required to be stated therein or
     necessary to make the statements therein not misleading, and neither of
     such documents as amended or supplemented, if applicable, will include
     any untrue statement of a material fact or omit to state any material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; provided, however, that the foregoing does not
     apply to statements or omissions in any of such documents based upon
     written information furnished to the Depositor by any Underwriter
     specifically for use therein.

          (c) Since the respective dates as of which information is given in
     the Registration Statement and the Prospectus, except as otherwise stated
     therein, there has been no material adverse change in the condition,
     financial or otherwise, earnings, affairs, regulatory situation or
     business prospects of the Depositor, whether or not arising in the
     ordinary course of the business of the Depositor.

          (d) The Depositor has been duly organized and is validly existing as
     a corporation in good standing under the laws of the State of Delaware.

          (e) The Depositor has all requisite power and authority (corporate
     and other) and all requisite authorizations, approvals, orders, licenses,
     certificates and permits of and from all government or regulatory
     officials and bodies to own its properties, to conduct its business as
     described in the Registration Statement and the Prospectus and to
     execute, deliver and perform these Standard Provisions, the Underwriting
     Agreement, the Mortgage Loan Purchase Agreement and the Pooling and
     Servicing Agreement, except such as may be required under state
     securities or Blue Sky laws in connection with the purchase and
     distribution by the Underwriter of the Offered Securities; all such
     authorizations, approvals, orders, licenses, certificates are in full
     force and effect and contain no unduly burdensome provisions; and, except
     as set forth or contemplated in the Registration Statement or the
     Prospectus, there are no legal or governmental proceedings pending or, to
     the best knowledge of the Depositor, threatened that would result in a
     material modification, suspension or revocation thereof.

          (f) The Offered Securities have been duly authorized, and when the
     Offered Securities are issued and delivered pursuant to the Underwriting
     Agreement, the Offered Securities will have been duly executed, issued
     and delivered and will be entitled to the benefits provided by the
     applicable Pooling and Servicing Agreement, as to the enforcement of
     remedies, to applicable bankruptcy, reorganization, insolvency,
     moratorium and other laws affecting the rights of creditors generally,
     and to general principles of equity (regardless of whether the
     entitlement to such benefits is considered in a proceeding in equity or
     at law), and will conform in substance to the description thereof
     contained in the Registration Statement and the Prospectus, and will in
     all material respects be in the form contemplated by the Pooling and
     Servicing Agreement.

          (g) The execution and delivery by the Depositor of these Standard
     Provisions, the Underwriting Agreement, the Mortgage Loan Purchase
     Agreement and the Pooling and Servicing Agreement are within the
     corporate power of the Depositor and none of the execution and delivery
     by the Depositor of these Standard Provisions, the Underwriting
     Agreement, the Mortgage Loan Purchase Agreement and the Pooling and
     Servicing Agreement, the consummation by the Depositor of the
     transactions therein contemplated, or the compliance by the Depositor
     with the provisions thereof, will conflict with or result in a breach of,
     or constitute a default under, the charter or the by-laws of the
     Depositor or any of the provisions of any law, governmental rule,
     regulation, judgment, decree or order binding on the Depositor or its
     properties, or any of the provisions of any Pooling and Servicing
     Agreement, mortgage, contract or other instrument to which the Depositor
     is a party or by which it is bound, or will result in the creation or
     imposition of a lien, charge or encumbrance upon any of its property
     pursuant to the terms of any such indenture, mortgage, contract or other
     instrument, except such as have been obtained under the 1933 Act and such
     consents, approvals, authorizations, registrations or qualifications as
     may be required under state securities or Blue Sky laws in connection
     with the purchase and distribution of the Offered Securities by the
     Underwriters.

          (h) The Underwriting Agreement has been, and at the Closing Date the
     Mortgage Loan Purchase Agreement and the Pooling and Servicing Agreement
     will have been, duly authorized, executed and delivered by the Depositor.

          (i) At the Closing Date, each of the Underwriting Agreement, the
     Mortgage Loan Purchase Agreement and the Pooling and Servicing Agreement
     will constitute a legal, valid and binding obligation of the Depositor,
     enforceable against the Depositor, in accordance with its terms, subject,
     as to the enforcement of remedies, to applicable bankruptcy,
     reorganization, insolvency, moratorium and other laws affecting the
     rights of creditors generally, and to general principles of equity and
     the discretion of the court (regardless of whether the enforcement of
     such remedies is considered in a proceeding in equity or at law).

          (j) No filing or registration with, notice to, or consent, approval,
     non-disapproval, authorization or order or other action of, any court or
     governmental authority or agency is required for the consummation by the
     Depositor of the transactions contemplated by the Underwriting Agreement,
     the Mortgage Loan Purchase Agreement or the Pooling and Servicing
     Agreement, except such as have been obtained and except such as may be
     required under the 1933 Act, the rules and regulations thereunder, or
     state securities or "Blue Sky" laws, in connection with the purchase and
     distribution of the Offered Securities by the Underwriters.

          (k) The Depositor owns or possesses or has obtained all material
     governmental licenses, permits, consents, orders, approvals and other
     authorizations necessary to lease, own or license, as the case may be,
     and to operate, its properties and to carry on its business as presently
     conducted and has received no notice of proceedings relating to the
     revocation of any such license, permit, consent, order or approval, which
     singly or in the aggregate, if the subject of an unfavorable decision,
     ruling or finding, would materially adversely affect the conduct of the
     business, results of operations, net worth or condition (financial or
     otherwise) of the Depositor.

          (l) Other than as set forth or contemplated in the Prospectus, there
     are no legal or governmental proceedings pending to which the Depositor
     is a party or of which any property of the Depositor is the subject
     which, if determined adversely to the Depositor would individually or in
     the aggregate have a material adverse effect on the condition (financial
     or otherwise), earnings, affairs, or business or business prospects of
     the Depositor and, to the best of the Depositor's knowledge, no such
     proceedings are threatened or contemplated by governmental authorities or
     threatened by others.

          (m) Each of the Offered Securities will, when issued, be a "mortgage
     related security" as such term is defined in Section 3(a)(41) of the 1934
     Act.

          (n) At the Closing Date or any Subsequent Transfer Date, as the case
     may be, each of the Mortgage Loans which is a subject of the Mortgage
     Loan Purchase Agreement and the Pooling and Servicing Agreement and all
     such Mortgage Loans in the aggregate will meet the criteria for selection
     described in the Prospectus, and at the Closing Date or any Subsequent
     Transfer Date, as the case may be, the representations and warranties
     made by the Depositor both the Mortgage Loan Purchase Agreement and the
     Pooling and Servicing Agreement will be true and correct as of such date.

          (o) At the time of execution and delivery of Mortgage Loan Purchase
     Agreement and the Pooling and Servicing Agreement and on any Subsequent
     Transfer Date, as the case may be, the Depositor will have good and
     marketable title to the Mortgage Loans being transferred to the Trust
     pursuant to the Pooling and Servicing Agreement, free and clear of any
     lien, mortgage, pledge, charge, encumbrance, adverse claim or other
     security interest (collectively, "Liens"), and will not have assigned to
     any person (other than the Trust and the Trustee) any of its right, title
     or interest in such Mortgage Loans or in such Mortgage Loan Purchase
     Agreement or such Pooling and Servicing Agreement or the Offered
     Securities being issued pursuant thereto, the Depositor will have the
     power and authority to transfer such Mortgage Loans to the Trust and to
     transfer the Offered Securities to each of the Underwriters, and upon
     execution and delivery to the Trust of the Pooling and Servicing
     Agreement and delivery to each of the Underwriters of the Offered
     Securities, and on any Subsequent Transfer Date, as the case may be, the
     Trust will have good and marketable title to the Mortgage Loans and each
     of the Underwriters will have good and marketable title to the Offered
     Securities, in each case free and clear of any Liens.

          (p) Any taxes, fees and other governmental charges in connection
     with the execution, delivery and issuance of the Underwriting Agreement,
     these Standard Provisions, the Pooling and Servicing Agreement and the
     Offered Securities have been or will be paid at or prior to the Closing
     Date.

          7. Indemnification and Contribution.

          (a) The Depositor agrees to indemnify and hold harmless each
Underwriter (including Prudential Securities Incorporated acting in its
capacity as Representative and as one of the Underwriters), and each person,
if any, who controls any Underwriter within the meaning of the 1933 Act,
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter or such controlling person may become subject under the 1933
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, any preliminary Prospectus, the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter and each such controlling person for any legal
or other expenses reasonably incurred by such Underwriter or such controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Depositor will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in the Registration
Statement, any preliminary Prospectus, the Prospectus or any amendment or
supplement thereto in reliance upon and in conformity with (1) written
information furnished to the Depositor by any Underwriter through the
Representative specifically for use therein or (2) information regarding the
Mortgage Loans except to the extent that the Depositor has been indemnified by
the Servicer. This indemnity agreement will be in addition to any liability
which the Depositor may otherwise have.

          (b) Each Underwriter will indemnify and hold harmless the Depositor,
each of the Depositor's directors, each of the Depositor's officers who signed
the Registration Statement and each person, if any, who controls the
Depositor, within the meaning of the 1933 Act, against any losses, claims,
damages or liabilities to which the Depositor, or any such director, officer
or controlling person may become subject, under the 1933 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, any
preliminary Prospectus, the Prospectus, or any amendment or supplement
thereto, or any other prospectus relating to the Offered Securities, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statements or alleged untrue statements or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Depositor by any Underwriter through the
Representative specifically for use therein; and each Underwriter will
reimburse any legal or other expenses reasonably incurred by the Depositor or
any such director, officer or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action.
This indemnity agreement will be in addition to any liability which such
Underwriter may otherwise have. The Depositor acknowledges that the statements
set forth under the caption "UNDERWRITING" in the Prospectus Supplement
constitute the only information furnished to the Depositor by or on behalf of
any Underwriter for use in the Registration Statement, any preliminary
Prospectus or the Prospectus, and each of the several Underwriters represents
and warrants that such statements are correct as to it.

          (c) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in the preceding
parts of this Section 7 is for any reason held to be unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then the indemnifying party shall
contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect
thereof); provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. In determining the amount of contribution to
which the respective parties are entitled, there shall be considered the
relative benefits received by the Depositor on the one hand, and the
Underwriters on the other, from the offering of the Offered Securities (taking
into account the portion of the proceeds of the offering realized by each),
the Depositor's and the Underwriters' relative knowledge and access to
information concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any statement or omission,
and any other equitable considerations appropriate in the circumstances. The
Depositor and the Underwriters agree that it would not be equitable if the
amount of such contribution were determined by pro rata or per capita
allocation (even if the Underwriters were treated as one entity for such
purpose). No Underwriter or person controlling such Underwriter shall be
obligated to make contribution hereunder which in the aggregate exceeds the
total underwriting fee of the Offered Securities purchased by such Underwriter
under the Underwriting Agreement, less the aggregate amount of any damages
which such Underwriter and its controlling persons have otherwise been
required to pay in respect of the same or any substantially similar claim. The
Underwriters' obligation to contribute hereunder are several in proportion to
their respective underwriting obligations and not joint. For purposes of this
Section 7, each person, if any, who controls an Underwriter within the meaning
of Section 15 of the 1933 Act shall have the same rights to contribution as
such Underwriter, and each director of the Depositor, each officer of the
Depositor who signed the Registration Statement, and each person, if any, who
controls the Depositor within the meaning of Section 15 of the 1933 Act, shall
have the same rights to contribution as the Depositor.

          (d) The parties hereto agree that the first sentence of Section 5 of
the Indemnification Agreement (the "Indemnification Agreement") dated as of
the Closing Date among the Certificate Insurer, the Seller, the Servicer, the
Trust, the Depositor and the Underwriter shall not be construed as limiting
the Depositor's right to enforce its rights under Section 7 of these Standard
Provisions. The parties further agree that, as between the parties hereto, to
the extent that the provisions of Section 5 of the Indemnification Agreement
conflict with Section 7 hereof, the provisions of Section 7 hereof shall
govern.

          8. Survival of Certain Representations and Obligations. The
respective representations, warranties, agreements, covenants, indemnities and
other statements of the Depositor, its officers and the several Underwriters
set forth in, or made pursuant to, the Underwriting Agreement shall remain in
full force and effect, regardless of any investigation, or statement as to the
result thereof, made by or on behalf of any Underwriter, the Depositor, or any
of the officers or directors or any controlling person of any of the
foregoing, and shall survive the delivery of and payment for the Offered
Securities.

          9. Termination.

          (a) The Underwriting Agreement may be terminated by the Depositor by
notice to the Representative in the event that a stop order suspending the
effectiveness of the Registration Statement shall have been issued or
proceedings for that purpose shall have been instituted or threatened.

          (b) The Underwriting Agreement may be terminated by the
Representative by notice to the Depositor in the event that the Depositor
shall have failed, refused or been unable to perform all obligations and
satisfy all conditions to be performed or satisfied hereunder by the Depositor
at or prior to the Closing Date.

          (c) Termination of the Underwriting Agreement pursuant to this
Section 9 shall be without liability of any party to any other party other
than as provided in Sections 7 and 11 hereof.

          10. Default of Underwriters. If any Underwriter or Underwriters
defaults or default in their obligation to purchase Offered Securities which
it or they have agreed to purchase under the Underwriting Agreement and the
aggregate principal amount of the Offered Securities which such defaulting
Underwriter or Underwriters agreed but failed to purchase is ten percent (10%)
or less of the aggregate principal amount, notional amount or stated amount,
as applicable, of the Offered Securities to be sold under the Underwriting
Agreement, as the case may be, the other Underwriters shall be obligated
severally in proportion to their respective commitments under the Underwriting
Agreement to purchase the Offered Securities which such defaulting Underwriter
or Underwriters agreed but failed to purchase. If any Underwriter or
Underwriters so defaults or default and the aggregate principal amount of the
Offered Securities with respect to which such default or defaults occurs or
occur is more than ten percent (10%) of the aggregate principal amount,
notional amount or stated amount, as applicable, of Offered Securities to be
sold under the Underwriting Agreement, as the case may be, and arrangements
satisfactory to the Representative and the Depositor for the purchase of such
Offered Securities by other persons (who may include one or more of the
non-defaulting Underwriters including the Representative) are not made within
36 hours after any such default, the Underwriting Agreement will terminate
without liability on the part of any non-defaulting Underwriters or the
Depositor except for the expenses to be paid or reimbursed by the Depositor
pursuant to Section 11 hereof. As used in the Underwriting Agreement, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section 10. Nothing herein shall relieve a defaulting Underwriter from
liability for its default.

          11. Expenses. The Depositor agrees with the several Underwriters
that:

          (a) whether or not the transactions contemplated in the Underwriting
     Agreement are consummated or the Underwriting Agreement is terminated,
     the Depositor will pay all fees and expenses incident to the performance
     of its obligations under the Underwriting Agreement, including, but not
     limited to, (i) the Commission's registration fee, (ii) the expenses of
     printing and distributing the Underwriting Agreement and any related
     underwriting documents, the Registration Statement, any preliminary
     Prospectus, the Prospectus, any amendments or supplements to the
     Registration Statement or the Prospectus, and any Blue Sky memorandum or
     legal investment survey and any supplements thereto, (iii) fees and
     expenses of rating agencies, accountants and counsel for the Depositor,
     (iv) the expenses referred to in Section 5(e) hereof, and (v) all
     miscellaneous expenses referred to in Item 30 of the Registration
     Statement;

          (b) all out-of-pocket expenses, including counsel fees,
     disbursements and expenses, reasonably incurred by the Underwriters in
     connection with investigating, preparing to market and marketing the
     Offered Securities and proposing to purchase and purchasing the Offered
     Securities under the Underwriting Agreement will be borne and paid by the
     Depositor if the Underwriting Agreement is terminated by the Depositor
     pursuant to Section 9(a) hereof or by the Representative on account of
     the failure, refusal or inability on the part of the Depositor to perform
     all obligations and satisfy all conditions on the part of the Depositor
     to be performed or satisfied hereunder; and

          (c) the Depositor will pay the cost of preparing the certificates
     for the Offered Securities.

          Except as otherwise provided in this Section 11, the Underwriters
agree to pay all of their expenses in connection with investigating, preparing
to market and marketing the Offered Securities and proposing to purchase and
purchasing the Offered Securities under the Underwriting Agreement, including
the fees and expenses of their counsel and any advertising expenses incurred
by them in making offers and sales of the Offered Securities.

          12. Notices. All communications under the Underwriting Agreement
shall be in writing and, if sent to the Underwriters, shall be mailed,
delivered or telegraphed and confirmed to the Representative at the address
and to the attention of the person specified in the Underwriting Agreement,
and, if sent to the Depositor, shall be mailed, delivered or telegraphed and
confirmed to Prudential Securities Secured Financing Corporation, One New York
Plaza, New York, New York 10292, Attention: Managing Director-Asset Backed
Finance Group; provided, however, that any notice to any Underwriter pursuant
to the Underwriting Agreement shall be mailed, delivered or telegraphed and
confirmed to such Underwriter at the address furnished by it.

          13. Representative of Underwriters. Any Representative identified in
the Underwriting Agreement will act for the Underwriters of the Offered
Securities and any action taken by the Representative under the Underwriting
Agreement will be binding upon all of such Underwriters.

          14. Successors. The Underwriting Agreement shall inure to the
benefit of and shall be binding upon the several Underwriters and the
Depositor and their respective successors and legal representatives, and
nothing expressed or mentioned herein or in the Underwriting Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of the Underwriting Agreement, or
any provisions herein contained, the Underwriting Agreement and all conditions
and provisions hereof being intended to be and being for the sole and
exclusive benefit of such persons and for the benefit of no other person
except that (i) the representations and warranties of the Depositor contained
herein or in the Underwriting Agreement shall also be for the benefit of any
person or persons who controls or control any Underwriter within the meaning
of Section 15 of the 1933 Act, and (ii) the indemnities by the several
Underwriters shall also be for the benefit of the directors of the Depositor,
the officers of the Depositor who have signed the Registration Statement and
any person or persons who control the Depositor within the meaning of Section
15 of the 1933 Act. No purchaser of the Offered Securities from any
Underwriter shall be deemed a successor because of such purchase. These
Standard Provisions and each Underwriting Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

          15. Time of the Essence. Time shall be of the essence of each
Underwriting Agreement.

          16. Governing Law. These Standard Provisions and each Underwriting
Agreement shall be governed by and construed in accordance with the laws of
the State of New York.


                           [Signature Page Follows]

<PAGE>

          If the foregoing is in accordance with your understanding, please
sign and return two counterparts hereof.


                                          Yours truly,

                                          PRUDENTIAL SECURITIES SECURED
                                           FINANCING CORPORATION



                                          By:_________________________________
                                             Name:
                                             Title:

Accepted as of the date hereof:

PRUDENTIAL SECURITIES INCORPORATED



By:_______________________________
   Name:
   Title:


<PAGE>

                                                                     Exhibit A

                         Opinions of Brown & Wood LLP,
                       special counsel for the Depositor
                    --------------------------------------


          (1) Each of the Mortgage Loan Purchase Agreement, the Pooling and
Servicing Agreement, the Underwriting Agreement and the Standard Provisions
(collectively, with the Indemnification Agreement, the "Documents")
constitutes the valid, legal and binding agreement of the Depositor, and is
enforceable against the Depositor in accordance with its terms.

          (2) The Certificates, assuming the due execution and due
authentication by the Trustee and payment therefor pursuant to the
Underwriting Agreement, are validly issued and outstanding and are entitled to
the benefits of the Pooling and Servicing Agreement.

          (3) No consent, approval, authorization or order of, registration or
filing with, or notice to, any governmental authority or court is required
under federal laws or the laws of the State of New York for the execution,
delivery and performance of the Documents or the offer, issuance, sale or
delivery of the Certificates or the consummation of any other transaction
contemplated thereby by the Depositor, except such which have been obtained.

          (4) The Registration Statement and the Prospectus (other than the
financial and statistical data included therein, as to which we are not called
upon to express any opinion), at the time the Registration Statement became
effective, as of the date of execution of the Underwriting Agreement and as of
the date hereof comply as to form in all material respects with the
requirements of the 1933 Act and the rules and regulations thereunder, and the
Exchange Act and the rules and regulations thereunder, and we do not know of
any amendment to the Registration Statement required to be filed, or of any
contracts, indentures or other documents of a character required to be filed
as an exhibit to the Registration Statement or required to be described in the
Registration Statement or the Prospectus, which has not been filed or
described as required.

          (5) The registration of the Trust Estate created by the Pooling and
Servicing Agreement under the Investment Company Act of 1940 is not required.

          (6) The statements in the Prospectus Supplement set forth under the
caption "DESCRIPTION OF THE CERTIFICATES," to the extent such statements
purport to summarize certain provisions of the Certificates or of the Pooling
and Servicing Agreement or of the Mortgage Loan Purchase Agreement, are fair
and accurate in all material respects.

<PAGE>

                                                                     Exhibit B



                            Opinions of Counsel to
                                 the Servicer
                         ---------------------------


          (1) The Servicer has been duly organized and is validly existing as
a corporation in good standing under the federal laws of the United States and
is duly qualified to transact business in the State of Pennsylvania.

          (2) The Servicer has the requisite power and authority to execute
and deliver, engage in the transactions contemplated by, and perform and
observe the conditions of, each of the Documents to which it is a party.

          (3) Each of the Documents to which the Servicer is a party have been
duly and validly authorized, executed and delivered by the Servicer, all
requisite corporate action having been taken with respect thereto, and each
constitutes the valid, legal and binding agreement of the Servicer, and are
enforceable against the Servicer in accordance with their respective terms.

          (4) Neither the transfer of the Mortgage Loans to the Seller, nor
the execution, delivery or performance by the Servicer of the each of the
Documents to which it is a party (A) conflicts or will conflict with or
results or will result in a breach of, or constitutes or will constitute a
default under or violates or will violate, (i) any term or provision of the
charter or by-laws of the Servicer; (ii) any term or provision of any material
agreement, contract, instrument or indenture, to which the Servicer or any of
its subsidiaries is a party or is bound; or (iii) any order, judgment, writ,
injunction or decree of any court or governmental agency or body or other
tribunal having jurisdiction over the Servicer or any of its properties; or
(B) results in, or will result in the creation or imposition of any lien,
charge or encumbrance upon the Trust Estate or upon the Certificates, except
as otherwise contemplated by the Pooling and Servicing Agreement.

          (5) The endorsement and delivery of each Mortgage Note, and the
preparation, delivery and recording of an Assignment of Mortgage with respect
to each Mortgage is sufficient fully to transfer to the Seller and its
assignees all right, title and interest of the Servicer in the Mortgage Note
and Mortgage, as noteholder and mortgagee or assignee thereof.

          (6) No consent, approval, authorization or order of, registration or
qualification of or with or notice to, any court, governmental agency or body
or other tribunal is required under the laws of the State of New York or the
Commonwealth of Pennsylvania, for the execution, delivery and performance of
each of the Documents to which it is a party or the consummation of any other
transaction contemplated thereby by the Servicer, except such which have been
obtained.

          (7) There are no legal or governmental suits, proceedings or
investigations pending or, to such counsel's knowledge, threatened against the
Servicer before any court, governmental agency or body or other tribunal (A)
which, if determined adversely to the Servicer, would individually or in the
aggregate have a material adverse effect on (i) the consolidated financial
position, business prospects, stockholders' equity or results of operations of
the Servicer; (ii) the Servicer's ability to perform its obligations under, or
the validity or enforceability of, each of the Documents to which it is a
party; (iii) any Mortgage Note or Mortgaged Property, or the title of any
Mortgagor to any Mortgaged Property; or (B) which have not otherwise been
disclosed in the Registration Statement and to the best of such counsel's
knowledge, no such proceedings or investigations are threatened or
contemplated by governmental authorities or threatened by others.

<PAGE>

                                                                    Exhibit C



                            Opinions of Counsel to
                                  the Trustee
                          ---------------------------



          (1) The Trustee is a national banking association duly organized,
validly existing and in good standing under the laws of the United States of
America and has the power and authority to enter into and to take all actions
required of it under the Pooling and Servicing Agreement.

          (2) Each of the Documents to which the Trustee is a party have been
duly authorized, executed and delivered by the Trustee and each such Document
constitutes the legal, valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms, except as
enforceability thereof may be limited by (A) bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, as such laws would apply in the event of a bankruptcy,
insolvency or reorganization or similar occurrence affecting the Trustee, and
(B) general principles of equity regardless of whether such enforcement is
sought in a proceeding at law or in equity.

          (3) No consent, approval, authorization or other action by any
governmental agency or body or other tribunal is required on the part of the
Trustee in connection with its execution and delivery of each of the Documents
to which it is a party or the performance of its obligations thereunder.

          (4) The Certificates have been duly executed, authenticated and
delivered by the Trustee.

          (5) The execution and delivery of, and performance by the Trustee of
its obligations under, each of the Documents to which it is a party do not
conflict with or result in a violation of any statute or regulation applicable
to the Trustee, or the charter or bylaws of the Trustee, or to the best
knowledge of such counsel, any governmental authority having jurisdiction over
the Trustee or the terms of any indenture or other agreement or instrument to
which the Trustee is a party or by which it is bound.



- -------------------------------------------------------------------------------

                       INSURANCE AND INDEMNITY AGREEMENT



                                     among



                      FINANCIAL SECURITY ASSURANCE INC.,

                      MORTGAGE LENDERS NETWORK USA, INC.,

                                      and

              PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION


                           Dated as of April 1, 2000


          The Mortgage Lenders Network Home Equity Loan Trust 2000-1
                   Pass-Through Certificates, Series 2000-1
           Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5

                                 $211,533,000

- -------------------------------------------------------------------------------

<PAGE>

<TABLE>
<CAPTION>

                               TABLE OF CONTENTS

                                                                                         Page


                                   ARTICLE I
<S>                                                                                      <C>
Section 1.01 Definitions...................................................................1
Section 1.02 Limited Recourse..............................................................1

                                  ARTICLE II
Section 2.01 Representations and Warranties of the Depositor..............................3
Section 2.02 Representations and Warranties of the Company.................................5
Section 2.03 Affirmative Covenants of the Depositor........................................9
Section 2.04 Affirmative Covenants of the Company.........................................10
Section 2.05 Negative Covenants of the Depositor..........................................13
Section 2.06 Negative Covenants of the Company............................................14

                                  ARTICLE III
Section 3.01 Issuance of the Policy......................................................16
Section 3.02 Payment of Fees and Premium..................................................16
Section 3.03 Reimbursement and Additional Payment Obligation..............................16
Section 3.04 Indemnification..............................................................18
Section 3.05 Subrogation..................................................................20

                                  ARTICLE IV
Section 4.01 Effective Date; Term of Agreement............................................22
Section 4.02 Securities Absolute..........................................................22
Section 4.03 Assignments; Reinsurance; Third-Party Rights.................................23
Section 4.04 Liability of FSA.............................................................23


                                   ARTICLE V
Section 5.01 Events of Default............................................................25
Section 5.02 Remedies; Waivers............................................................26


                                  ARTICLE VI
Section 6.01 Amendments, Etc..............................................................28
Section 6.02 Notices......................................................................28
Section 6.03 Payment Procedure............................................................29
Section 6.04 Severability.................................................................29
Section 6.05 Governing Law................................................................29
Section 6.06 Consent to Jurisdiction......................................................29
Section 6.07 Consent of FSA...............................................................30
Section 6.08 Counterparts.................................................................30
Section 6.09 Trial by Jury Waived.........................................................30
Section 6.10 Limited Liability............................................................31
Section 6.11 Entire Agreement.............................................................31

</TABLE>

<PAGE>

Appendix I--Definitions

Appendix II--Opinions of Counsel

Annex I--Form of Policy

Appendix A--Conditions Precedent to Issuance of the Policy

<PAGE>

                       INSURANCE AND INDEMNITY AGREEMENT


     INSURANCE AND INDEMNITY AGREEMENT dated as of April 1, 2000 between
FINANCIAL SECURITY ASSURANCE INC. ("FSA"), MORTGAGE LENDERS NETWORK USA, INC.
(the "Company") and PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION (the
"Depositor").

                            INTRODUCTORY STATEMENTS

     Pursuant to a Pooling and Servicing Agreement, dated as of April 1, 2000
(the "Agreement"), among the Depositor, the Company, as Servicer and Seller,
and Norwest Bank Minnesota, National Association, as Trustee, $211,533,000 The
Mortgage Lenders Network Home Equity Loan Trust 2000-1 Pass-Through
Certificates, Series 2000-1, Class A-1, Class A-2, Class A-3, Class A-4 and
Class A-5 (the "Securities"), are being issued.

     The Company and the Depositor have requested that FSA issue a financial
guaranty insurance policy guarantying certain distributions of the principal
of and interest on the Securities (including any such distributions
subsequently avoided as a preference under applicable bankruptcy law) upon the
terms and subject to the conditions provided herein.

     The parties hereto desire to specify the conditions precedent to the
issuance of the Policy by FSA, the payment of premium in respect of the
Policy, the indemnity and reimbursement to be provided to FSA in respect of
amounts paid by FSA under the Policy or otherwise and certain other matters.

     In consideration of the premises and of the agreements herein contained,
FSA, the Company and the Depositor hereby agree as follows:


                                  ARTICLE 1

                         DEFINITIONS; LIMITED RECOURSE

     Section 1.01 Definitions. Capitalized terms used herein shall have the
meanings provided in Appendix I hereto or, if not defined in Appendix I shall
have the meanings provided in the Pooling and Servicing Agreement.

     Section 1.02 Limited Recourse. Notwithstanding any provision of this
Agreement to the contrary, the payment obligations set forth herein (other
than with respect to the Company those set forth in Sections 3.02, 3.03(b),
3.03(c) and 3.03(d) and with respect to the Depositor and the Company, Section
3.04) shall be non-recourse obligations with respect to the Company and the
Depositor and shall be payable only from monies available for such payment in
accordance with the provisions of the Pooling and Servicing Agreement (except
to the extent that any such payment obligation arises from a failure to
perform or default of the Company or the Depositor or any affiliate thereof
under any Transaction Document or by reason of negligence, willful misconduct
or bad faith on the part of any of the Company or the Depositor in the
performance of its duties and obligations thereunder or reckless disregard by
either of the Company or the Depositor of its duties and obligations
thereunder).

<PAGE>

                                  ARTICLE II

                   REPRESENTATIONS, WARRANTIES AND COVENANTS

     Section 2.01 Representations and Warranties of the Depositor. The
Depositor represents, warrants and covenants, as of the date hereof and as of
the Date of Issuance, as follows:

     (a) Due Organization and Qualification. The Depositor is a corporation,
duly organized, validly existing and in good standing under the laws of the
State of Delaware. The Depositor is duly qualified to do business, is in good
standing and has obtained all necessary licenses, permits, charters,
registrations and approvals (together, "approvals") necessary for the conduct
of its business as currently conducted and as described in the Offering
Document and the performance of its obligations under the Transaction
Documents, in each jurisdiction in which the failure to be so qualified or to
obtain such approvals would render any Mortgage Loan unenforceable in any
respect or would otherwise have a material adverse effect upon the
Transaction.

     (b) Power and Authority. The Depositor has all necessary corporate power
and authority to conduct its business as currently conducted and as described
in the Offering Document, to execute the Transaction Documents to which it is
a party, to deliver and perform its obligations under such Transaction
Documents and to consummate the Transaction.

     (c) Due Authorization. The execution, delivery and performance of the
Transaction Documents to which it is a party by the Depositor have been duly
authorized by all necessary corporate action and do not require any additional
approvals or consents or other action by or any notice to or filing with any
Person, including, without limitation, any governmental entity or the
Depositor's stockholders.

     (d) Noncontravention. Neither the execution and delivery of the
Transaction Documents to which it is a party by the Depositor, the
consummation of the transactions contemplated thereby nor the satisfaction of
the terms and conditions of the Transaction Documents,

         (i)  conflicts with or results in any breach or violation of any
              provision of the certificate of incorporation or bylaws or other
              governing documents of the Depositor or any law, rule,
              regulation, order, writ, judgment, injunction, decree,
              determination or award currently in effect having applicability
              to the Depositor or any of its properties, including regulations
              issued by an administrative agency or other governmental
              authority having supervisory powers over the Depositor,

        (ii)  constitutes a default by the Depositor under or a breach of any
              provision of any loan agreement, mortgage, indenture or other
              agreement or instrument to which the Depositor is a party or by
              which it or any of its properties is or may be bound or
              affected, or

       (iii)  results in or requires the creation of any Lien upon or in
              respect of any of the Depositor's assets except as otherwise
              expressly contemplated by the Transaction Documents.

     (e) Legal Proceedings. There is no action, proceeding or investigation by
or before any court, governmental or administrative agency or arbitrator
against or affecting all or any of the Mortgage Loans, or the Depositor, or
any properties or rights of the Depositor, pending or, to the Depositor's
knowledge after reasonable inquiry, threatened, which, in any case, if decided
adversely to the Depositor, would result in a Material Adverse Change with
respect to the Depositor or any Mortgage Loan.

     (f) Valid and Binding Obligations. The Transaction Documents to which it
is a party, when executed and delivered by the Depositor, will constitute the
legal, valid and binding obligations of the Depositor, enforceable in
accordance with their respective terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and general equitable principles.
The Securities, when executed, authenticated and delivered in accordance with
the Pooling and Servicing Agreement, will be validly issued and outstanding
and entitled to the benefits of the Pooling and Servicing Agreement.

     (g) ERISA. The Depositor is in compliance in all material respects with
ERISA and has not incurred and does not reasonably expect to incur any
liabilities to the PBGC under ERISA in connection with any Plan or
Multiemployer Plan or to contribute now or in the future in respect of any
Plan or Multiemployer Plan.

     (h) Accuracy of Information. None of the Provided Documents contain any
statement of a material fact with respect to the Depositor or the Transaction
that was untrue or misleading in any material respect when made. Since the
furnishing of the Provided Documents, there has been no change, nor any
development or event involving a prospective change known to the Depositor,
that would render any of the Provided Documents untrue or misleading in any
material respect. There is no fact known to the Depositor which has a material
possibility of causing a Material Adverse Change with respect to the Depositor
or any Mortgage Loan.

     (i) Compliance With Securities Laws. The offer and sale of the Securities
comply in all material respects with all requirements of law, including all
registration requirements of applicable securities laws. Without limitation of
the foregoing, the Offering Document does not contain any untrue statement of
a material fact and does not omit to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of
the circumstances under which they were made, not misleading (except with
respect to the FSA Information and Company Information as to which no
representation is made). The Trust Fund is not required to be registered as an
"investment company" under the Investment Company Act. The Pooling and
Servicing Agreement meets the requirements of the Trust Indenture Act.

     (j) Transaction Documents. Each of the representations and warranties of
the Depositor contained in the Transaction Documents is true and correct in
all material respects and the Depositor hereby makes each such representation
and warranty to, and for the benefit of, FSA as if the same were set forth in
full herein.

     (k) Compliance With Law. No practice, procedure or policy employed or
proposed to be employed by the Depositor in the conduct of its business
violates any law, regulation, judgment, agreement, order or decree applicable
to the Depositor which, if enforced, would result in a Material Adverse Change
with respect to the Depositor.

     (l) Taxes. Any taxes, fees and other governmental charges payable by the
Depositor in connection with the Transaction, the execution and delivery of
the Transaction Documents and the issuance of the Certificates have been paid
or shall have been paid at or prior to the Date of Issuance.

     (m) Good Title; Absence of Liens; Security Interest. Immediately prior
to the transfer to the Trust Fund, the Depositor is the owner of, and has good
and marketable title to, the Mortgage Loans free and clear of all Liens and
Restrictions on Transferability, and has full right, corporate power and
lawful authority to assign, transfer and pledge the Mortgage Loans. In the
event that, in contravention of the intention of the parties, the transfer of
the Mortgage Loans by the Depositor to the Trust Fund is characterized as
other than a sale, such transfer shall be characterized as a secured
financing, and the Trustee shall, for the benefit of the Certificateholders
and FSA, have a valid and perfected first priority security interest in the
Mortgage Loans free and clear of all Liens and Restrictions on
Transferability.

     (n) Solvency; Fraudulent Conveyance. The Depositor is solvent and will
not be rendered insolvent by the transactions contemplated by the Transaction
Documents and, after giving effect to such transactions, the Depositor will
not be left with an unreasonably small amount of capital with which to engage
in its business. The Depositor does not intend to incur, or believe that it
has incurred, debts beyond its ability to pay such debts as they mature. The
Depositor does not contemplate the commencement of insolvency, bankruptcy,
liquidation or consolidation proceedings or the appointment of a receiver,
liquidator, conservator, trustee or similar official in respect of the
Depositor or any of its assets. The amount of consideration being received by
the Depositor upon the sale of the Securities to the Underwriter constitutes
reasonably equivalent value and fair consideration for the interest in the
Mortgage Loans evidenced by the Securities. The Depositor is not transferring
the Mortgage Loans to the Trust Fund or selling the Securities to the
Underwriter, as provided in the Transaction Documents, with any intent to
hinder, delay or defraud any of the Depositor's creditors.

     Section 2.02 Representations and Warranties of the Company. The Company
represents, warrants and covenants, as of the date hereof and as of the Date
of Issuance, as follows:

     (a) Due Organization and Qualification. The Company is a corporation,
duly organized, validly existing and in good standing under the laws of the
State of Delaware. The Company is duly qualified to do business, is in good
standing and has obtained all necessary licenses, permits, charters,
registrations and approvals (together, "approvals") necessary for the conduct
of its business as currently conducted and as described in the Offering
Document and the performance of its obligations under the Transaction
Documents to which it is a party, in each jurisdiction in which the failure to
be so qualified or to obtain such approvals would render any Mortgage Loan
unenforceable in any respect or would otherwise have a material adverse effect
upon the Transaction.

     (b) Power and Authority. The Company has all necessary corporate power
and authority to conduct its business as currently conducted and as described
in the Offering Document, to execute, deliver and perform its obligations
under the Transaction Documents to which it is a party and to consummate the
Transaction.

     (c) Due Authorization. The execution, delivery and performance of the
Transaction Documents to which it is a party by the Company have been duly
authorized by all necessary corporate action and do not require any additional
approvals or consents or other action by or any notice to or filing with any
Person, including, without limitation, any governmental entity or the
Company's stockholders, which have not previously been obtained.

     (d) Noncontravention. Neither the execution and delivery of the
Transaction Documents to which it is a party by the Company, the consummation
of the transactions contemplated thereby nor the satisfaction of the terms and
conditions of the Transaction Documents,

          (i)  conflicts with or results in any breach or violation of any
               provision of the Certificate of Incorporation or Bylaws of the
               Company or any law, rule, regulation, order, writ, judgment,
               injunction, decree, determination or award currently in effect
               having applicability to the Company or any of its properties,
               including regulations issued by an administrative agency or
               other governmental authority having supervisory powers over the
               Company,

         (ii)  constitutes a default by the Company under or a breach of any
               provision of any loan agreement, mortgage, indenture or other
               agreement or instrument to which the Company is a party or by
               which it or any of its properties is or may be bound or
               affected, or

        (iii)  results in or requires the creation of any Lien upon or in
               respect of any of the Company's assets except as otherwise
               expressly contemplated by the Transaction Documents.

     (e) Legal Proceedings. There is no action, proceeding or investigation
by or before any court, governmental or administrative agency or arbitrator
against or affecting all or any of the Mortgage Loans, or the Company, or any
properties or rights of the Company, pending or, to the Company's knowledge
after reasonable inquiry, threatened, which, in any case, if decided adversely
to the Company, would result in a Material Adverse Change with respect to the
Company or any Mortgage Loan.

     (f) Valid and Binding Obligations. The Transaction Documents to which it
is a party, when executed and delivered by the Company, will constitute the
legal, valid and binding obligations of the Company, enforceable in accordance
with their respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and general equitable principles and
public policy considerations as to rights of indemnification for violations of
federal securities laws. The Securities, when executed, authenticated and
delivered in accordance with the Pooling and Servicing Agreement, will be
validly issued and outstanding and entitled to the benefits of the Pooling and
Servicing Agreement.

     (g) Financial Statements. The Financial Statements of the Company,
copies of which have been furnished to FSA, (i) are, as of the dates and for
the periods referred to therein, complete and correct in all material
respects, (ii) present fairly the financial condition and results of
operations of the Company as of the dates and for the periods indicated and
(iii) have been prepared in accordance with generally accepted accounting
principles consistently applied, except as noted therein (subject as to
interim statements to normal year-end adjustments). Since the date of the most
recent Financial Statements, there has been no Material Adverse Change in such
financial condition or results of operations. Except as disclosed in the
Financial Statements, the Company is not subject to any contingent liabilities
or commitments that, individually or in the aggregate, have a material
possibility of causing a Material Adverse Change in respect of the Company.

     (h) ERISA. No Accumulated Funding Deficiency, whether or not waived, has
occurred with respect to any Plan. No Plan has been terminated, and no
Commonly Controlled Entity has withdrawn from any Multiemployer Plan which
could result in any liability under ERISA of a Commonly Controlled Entity. No
Reportable Event or other event or condition has occurred which could result
in the termination of any Plan by the PBGC. No Plan has an Underfunding
greater than $100,000. The aggregate amount of Underfunding for all
Underfunded Plans does not exceed $100,000. The liability to which the
Commonly Controlled Entities would become subject under ERISA if they were to
withdraw completely from all Multiemployer Plans as of the most recent
valuation date is not in excess of $100,000. The Multiemployer Plans are
neither in Reorganization (as defined in Section 4241 of ERISA) nor Insolvent
(as defined in Section 4245 of ERISA). The Company is in compliance in all
material respects with ERISA and has not incurred and does not reasonably
expect to incur any liabilities to the PBGC (other than premiums due to the
PBGC) in connection with any Plan or Multiemployer Plan.

     (i) Accuracy of Information. None of the Provided Documents contain any
statement of a material fact with respect to the Company or the Transaction
that was untrue or misleading in any material respect when made. Since the
furnishing of the Provided Documents, there has been no change, nor any
development or event involving a prospective change known to the Company, that
would render any of the Provided Documents untrue or misleading in any
material respect. There is no fact known to the Company which has a material
possibility of causing a Material Adverse Change with respect to the Company
or any Mortgage Loan.

     (j) Transaction Documents. Each of the representations and warranties of
the Company contained in the Transaction Documents is true and correct in all
material respects and the Company hereby makes each such representation and
warranty to, and for the benefit of, FSA as if the same were set forth in full
herein.

     (k) No Consents. No consent, license, approval or authorization from, or
registration, filing or declaration with, any regulatory body, administrative
agency, or other governmental instrumentality, nor any consent, approval,
waiver or notification of any creditor, lessor or other nongovernmental
person, is required to be obtained by the Company in connection with the
execution, delivery and performance by the Company of this Agreement or of any
other Transaction Document to which it is a party, except (in each case) such
as have been obtained and are in full force and effect.

     (l) Compliance With Law, Etc. No practice, procedure or policy employed
or proposed to be employed by the Company in the conduct of its business
violates any law, regulation, judgment, agreement, order or decree applicable
to the Company which, if enforced, would result in a Material Adverse Change
with respect to the Company or any Mortgage Loan.

     (m) Good Title; Absence of Liens; Security Interest. Immediately prior
to the transfer to the Depositor, the Company is the owner of, and has good
and marketable title to, the Mortgage Loans free and clear of all Liens and
Restrictions on Transferability, and has full right, corporate power and
lawful authority to assign, transfer and pledge the Mortgage Loans. In the
event that, in contravention of the intention of the parties, the transfer of
the Mortgage Loans by the Company to the Depositor is characterized as other
than a sale, such transfer shall be characterized as a secured financing, and
the Depositor shall have a valid and perfected first priority security
interest in the Mortgage Loans free and clear of all Liens and Restrictions on
Transferability.

     (n) Taxes. The Company has filed all federal and state tax returns which
are required to be filed and paid all taxes, including any assessments
received by it, to the extent that such taxes have become due and are not
being contested in good faith and fully reserved for. Any taxes, fees and
other governmental charges payable by the Company in connection with the
Transaction, the execution and delivery of the Transaction Documents and the
issuance of the Securities have been paid or shall have been paid at or prior
to the Date of Issuance.

     (o) Perfection of Liens and Security Interest. On the Closing Date, the
Trustee, on behalf of FSA and the Certificateholders, will have a valid and
perfected first priority security interest in the Trust Fund, including but
not limited to all funds and Permitted Investments in the Trust Accounts, free
and clear of all Liens and Restrictions on Transferability, other than the
Lien of the Pooling and Servicing Agreement and the Restrictions on
Transferability contained in the Transaction Documents.

     (p) Solvency; Fraudulent Conveyance. The Company is solvent and will not
be rendered insolvent by the transactions contemplated by the Transaction
Documents and, after giving effect to such transactions, the Company will not
be left with an unreasonably small amount of capital with which to engage in
its business. The Company does not intend to incur, or believe that it has
incurred, debts beyond its ability to pay such debts as they mature. The
Company does not contemplate the commencement of insolvency, bankruptcy,
liquidation or consolidation proceedings or the appointment of a receiver,
liquidator, conservator, trustee or similar official in respect of the Company
or any of its assets. The amount of consideration being received by the
Company upon the sale of the Mortgage Loans to the Depositor constitutes
reasonably equivalent value and fair consideration for the interest in the
Mortgage Loans evidenced by the Securities. The Company is not transferring
the Mortgage Loans to the Depositor, as provided in the Transaction Documents,
with any intent to hinder, delay or defraud any of the Company's creditors.

     Section 2.03 Affirmative Covenants of the Depositor. The Depositor hereby
agrees that during the Term of the Agreement, unless FSA shall otherwise
expressly consent in writing:

     (a) Corporate Existence. The Depositor shall maintain its corporate
existence and shall at all times continue to be duly organized under the laws
of the State of Delaware and duly qualified and duly authorized (as described
in Sections 2.01(a), (b) and (c) hereof) and shall conduct its business in
accordance with the terms of its certificate of incorporation and bylaws.

     (b) Compliance With Agreements and Applicable Laws. The Depositor shall
perform each of its obligations under the Transaction Documents to which it is
a party and shall comply with all material requirements of, and the Securities
shall be offered and sold in accordance with, any law, rule or regulation
applicable to it or thereto, or that are required in connection with its
performance under any of the Transaction Documents to which the Depositor is a
party.

     (c) Notice of Material Events. The Depositor shall promptly inform FSA
in writing of the occurrence of any of the following:

          (i)  the submission of any claim or the initiation of any legal
               process, litigation or administrative or judicial investigation
               (A) against the Depositor pertaining to the Mortgage Loans in
               general, (B) with respect to a material portion of the Mortgage
               Loans or (C) in which a request has been made for certification
               as a class action (or equivalent relief) that would involve a
               material portion of the Mortgage Loans;

         (ii)  any change in the location of the Depositor's principal office
               or any change in the location of the Depositor's books and
               records;

        (iii)  the occurrence of any Trigger Event, Default or Event of
               Default; or

         (iv)  any other event, circumstance or condition that has resulted,
               or has a material possibility of resulting, in a Material
               Adverse Change in respect of the Depositor.

     (d) Further Assurances. The Depositor shall, upon the request of FSA,
from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, within thirty (30) days of such request, such
amendments hereto and such further instruments and take such further action as
may be reasonably necessary to effectuate the intention, performance and
provisions of the Transaction Documents or to protect the interest of the
Trustee, for the benefit of the Certificateholders and FSA, in the Mortgage
Loans, free and clear of all Liens and Restrictions on Transferability except
the Lien in favor of the Trustee, for the benefit of the Certificateholders
and FSA, and the Restrictions on Transferability imposed by the Pooling and
Servicing Agreement. In addition, the Depositor agrees to cooperate with S&P
and Moody's in connection with any review of the Transaction which may be
undertaken by S&P and Moody's after the date hereof.

     (e) Retirement of Securities. The Depositor shall cause the Trustee,
upon retirement of the Securities pursuant to the Pooling and Servicing
Agreement or otherwise, to furnish to FSA a notice of such retirement, and,
upon retirement of the Securities and the expiration of the term of Policy, to
surrender the Policy to FSA for cancellation.

     (f) Third-Party Beneficiary. The Depositor agrees that FSA shall have
all rights of a third-party beneficiary in respect of the Transaction
Documents to which the Depositor is a party and hereby incorporates and
restates its representations, warranties and covenants as set forth therein
for the benefit of FSA.

     Section 2.04 Affirmative Covenants of the Company. The Company hereby
agrees that during the Term of the Agreement, unless FSA shall otherwise
expressly consent in writing:

     (a) Corporate Existence. The Company shall maintain its corporate
existence and shall at all times continue to be duly organized under the laws
of the State of Delaware and duly qualified and duly authorized (as described
in Sections 2.02(a), (b) and (c) hereof) and shall conduct its business in
accordance with the terms of its certificate of incorporation and bylaws.

     (b) Compliance With Agreements and Applicable Laws. The Company shall
perform each of its obligations under the Transaction Documents to which it is
a party and shall comply with all material requirements of, and the Securities
shall be offered and sold in accordance with, any law, rule or regulation
applicable to it or thereto, or that are required in connection with its
performance under any of the Transaction Documents.

     (c) Financial Statements; Accountants' Reports; Other Information. The
Company shall keep or cause to be kept in reasonable detail books and records
of account of the Company's assets and business, and shall clearly reflect
therein the transfer of the Mortgage Loans as a sale of the Company's interest
in the Mortgage Loans. The Company shall furnish or caused to be furnished to
FSA:

          (i)  Annual Financial Statements. As soon as available, and in any
               event within 90 days after the close of each fiscal year of the
               Company, the audited balance sheets of the Company as of the
               end of such fiscal year and the audited statements of income,
               changes in shareholders' equity and cash flows of the Company
               for such fiscal year, all in reasonable detail and stating in
               comparative form the respective figures for the corresponding
               date and period in the preceding fiscal year, prepared in
               accordance with generally accepted accounting principles,
               consistently applied, and accompanied by the certificate of the
               Company's independent accountants (who shall be a nationally
               recognized firm or otherwise acceptable to FSA) and by the
               certificate specified in Section 2.08(d) hereof.

         (ii)  Quarterly Financial Statements. As soon as available, and in
               any event within 45 days after the close of each of the first
               three quarters of each fiscal year of the Company, the
               unaudited balance sheets of the Company as of the end of such
               quarter and the unaudited statements of income, changes in
               shareholders' equity and cash flows of the Company for the
               portion of the fiscal year then ended, all in reasonable detail
               and stating in comparative form the respective figures for the
               corresponding date and period in the preceding fiscal year,
               prepared in accordance with generally accepted accounting
               principles, consistently applied (subject to normal year-end
               adjustments), and accompanied by the certificate specified in
               Section 2.07(d) hereof if such certificate is required to be
               provided pursuant to such Section.

        (iii)  Accountants' Reports. If a Trigger Event has occurred, copies
               of any reports submitted to the Company by its independent
               accountants in connection with any examination of the financial
               statements of the Company, promptly upon receipt thereof.

         (iv)  Other Information. Promptly upon receipt thereof, copies of all
               reports, statements, certifications, schedules, or other
               similar items delivered to or by the Company pursuant to the
               terms of the Transaction Documents and, promptly upon request,
               such other data as FSA may reasonably request; provided,
               however, that the Company shall not be required to deliver any
               such items if provision by some other party to FSA is required
               under the Transaction Documents unless such other party
               wrongfully fails to deliver such item. The Company shall, upon
               the request of FSA, permit FSA or its authorized agents (A) to
               inspect the books and records of the Company as they may relate
               to the Securities, the Mortgage Loans, the obligations of the
               Company under the Transaction Documents, the Transaction and,
               but only following the occurrence of a Trigger Event, the
               Company's business; (B) to discuss the affairs, finances and
               accounts of the Company with the Chief Operating Officer and
               the Chief Financial Officer of the Company, no more frequently
               than annually unless a Trigger Event has occurred; and (C) upon
               the occurrence of a Trigger Event, to discuss the affairs,
               finances and accounts of the Company with the Company's
               independent accountants, provided that an officer of the
               Company shall have the right to be present during such
               discussions. Such inspections and discussions shall be
               conducted during normal business hours and shall not
               unreasonably disrupt the business of the Company. In addition,
               the Company shall promptly (but in no case more than 30 days
               following issuance or receipt by the Commonly Controlled
               Entity) provide to FSA a copy of all correspondence between a
               Commonly Controlled Entity and the PBGC, IRS, Department of
               Labor or the administrators of a Multiemployer Plan relating to
               any Reportable Event or the underfunded status, termination or
               possible termination of a Plan or a Multiemployer Plan. The
               books and records of the Company will be maintained at the
               address of the Company designated herein for receipt of
               notices, unless the Company shall otherwise advise the parties
               hereto in writing.

          (v)  The Company shall provide or cause to be provided to FSA an
               executed original copy of each document executed in connection
               with the transaction within 30 days after the date of closing.

     All financial statements specified in clauses (i) and (ii) above shall be
     furnished in consolidated form for the Company and all Subsidiaries in
     the event the Company shall consolidate its financial statements with its
     Subsidiaries.

     (d) Compliance Certificate. The Company shall deliver to FSA
concurrently with the delivery of the financial statements required pursuant
to Section 2.07(c)(i) hereof (and concurrently with the delivery of the
financial statements required pursuant to Section 2.07(c)(ii) hereof, if a
Trigger Event has occurred), a certificate signed by the Chief Financial
Officer of the Company stating that:

          (i)  a review of the Company's performance under the Transaction
               Documents during such period has been made under such officer's
               supervision;

         (ii)  to the best of such individual's knowledge following reasonable
               inquiry, no Trigger Event, Default or Event of Default has
               occurred, or if a Trigger Event, Default or Event of Default
               has occurred, specifying the nature thereof and, if the Company
               has a right to cure any such Default or Event of Default
               pursuant to Section 5.01, stating in reasonable detail the
               steps, if any, being taken by the Company to cure such Default
               or Event of Default or to otherwise comply with the terms of
               the agreement to which such Default or Event of Default
               relates; and

        (iii)  the attached financial reports submitted in accordance with
               Section 2.07(c)(i) or (ii) hereof, as applicable, are complete
               and correct in all material respects and present fairly the
               financial condition and results of operations of the Company as
               of the dates and for the periods indicated, in accordance with
               generally accepted accounting principles consistently applied
               (subject as to interim statements to normal year-end
               adjustments).

     (e) Notice of Material Events. The Company shall promptly inform FSA in
writing of the occurrence of any of the following:

          (i)  the submission of any claim or the initiation of any legal
               process, litigation or administrative or judicial investigation
               (A) against the Company pertaining to the Mortgage Loans in
               general, (B) with respect to a material portion of the Mortgage
               Loans or (C) in which a request has been made for certification
               as a class action (or equivalent relief) that would involve a
               material portion of the Mortgage Loans;

         (ii)  any change in the location of the Company's principal office or
               any change in the location of the Company's books and records;

        (iii)  the occurrence of any Trigger Event, Default or Event of
               Default; or

         (iv)  any other event, circumstance or condition that has resulted,
               or has a material possibility of resulting, in a Material
               Adverse Change in respect of the Company.

     (f) Further Assurances. The Company shall, upon the request of FSA, from
time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, within thirty (30) days of such request, such
amendments hereto and such further instruments and take such further action as
may be reasonably necessary to effectuate the intention, performance and
provisions of the Transaction Documents or to protect the interest of the
Trustee, for the benefit of the Certificateholders and FSA, in the Mortgage
Loans, free and clear of all Liens and Restrictions on Transferability except
the Lien in favor of the Trustee, for the benefit of the Certificateholders
and FSA, and the Restrictions on Transferability imposed by the Pooling and
Servicing Agreement. In addition, the Company agrees to cooperate with S&P and
Moody's in connection with any review of the Transaction which may be
undertaken by S&P and Moody's after the date hereof.

     (g) Third-Party Beneficiary. The Company agrees that FSA shall have all
rights of a third-party beneficiary in respect of the Transaction Documents to
which the Company is a party and hereby incorporates and restates its
representations, warranties and covenants as set forth therein for the benefit
of FSA.

     Section 2.05 Negative Covenants of the Depositor. The Depositor hereby
agrees that during the Term of the Agreement, unless FSA shall otherwise
expressly consent in writing:

     (a) Restrictions on Liens. The Depositor shall not (i) create, incur or
suffer to exist, or agree to create, incur or suffer to exist, or consent to
cause or permit in the future (upon the happening of a contingency or
otherwise) the creation, incurrence or existence of any Lien or Restriction on
Transferability on the Mortgage Loans except for the Lien in favor of the
Trustee, for the benefit of the Certificateholders and FSA, and the
Restrictions on Transferability imposed by the Pooling and Servicing Agreement
or (ii) sign or file under the Uniform Commercial Code of any jurisdiction any
financing statement which names the Depositor as a debtor, or sign any
security agreement authorizing any secured party thereunder to file such
financing statement, with respect to the Mortgage Loans, except in each case
any such instrument solely securing the rights and preserving the Lien of the
Trustee, for the benefit of the Certificateholders and FSA.

     (b) Impairment of Rights. The Depositor shall not take any action, or
fail to take any action, if such action or failure to take action may (i)
interfere with the enforcement of any rights under the Transaction Documents
that are material to the rights, benefits or obligations of the Trustee, the
Certificateholders or FSA, (ii) result in a Material Adverse Change in respect
of any Mortgage Loan or (iii) impair the ability of the Depositor to perform
its obligations under the Transaction Documents to which it is a party,
including any consolidation, merger with any Person or any transfer of all or
any material amount of the Depositor's assets to any other Person if such
consolidation, merger or transfer would materially impair the net worth of the
Depositor or any successor Person obligated, after such event, to perform the
Depositor's obligations under the Transaction Documents.

     (c) Waiver, Amendments, Etc. The Depositor shall not waive, modify or
amend, or consent to any waiver, modification or amendment of, any of the
provisions of any of the Transaction Documents or its certificate of
incorporation or by-laws.

     (d) Successors. So long as no Insurer Default has occurred and is
continuing, the Depositor shall not terminate or designate, or consent to the
termination or designation of, the servicer, any subservicer, any custodian,
or the Trustee or any successor thereto without the prior approval of FSA.

     Section 2.06 Negative Covenants of the Company. The Company hereby agrees
that during the Term of the Agreement, unless FSA shall otherwise expressly
consent in writing:

     (a) Restrictions on Liens. The Company shall not (i) create, incur or
suffer to exist, or agree to create, incur or suffer to exist, or consent to
cause or permit in the future (upon the happening of a contingency or
otherwise) the creation, incurrence or existence of any Lien or Restriction on
Transferability on the Mortgage Loans except for the Lien in favor of the
Trustee, for the benefit of the Certificateholders and FSA, and the
Restrictions on Transferability imposed by the Pooling and Servicing Agreement
or (ii) sign or file under the Uniform Commercial Code of any jurisdiction any
financing statement which names the Company as a debtor, or sign any security
agreement authorizing any secured party thereunder to file such financing
statement, with respect to the Mortgage Loans, except in each case any such
instrument solely securing the rights and preserving the Lien of the Trustee,
for the benefit of the Certificateholders and FSA.

     (b) Impairment of Rights. The Company shall not take any action, or fail
to take any action, if such action or failure to take action may (i) interfere
with the enforcement of any rights under the Transaction Documents that are
material to the rights, benefits or obligations of the Trustee, the
Certificateholders or FSA, (ii) result in a Material Adverse Change in respect
of any Mortgage Loan or (iii) impair the ability of the Company to perform its
obligations under the Transaction Documents to which it is a party, including
any consolidation, merger with any Person or any transfer of all or any
material amount of the Company's assets to any other Person if such
consolidation, merger or transfer would materially impair the net worth of the
Company or any successor Person obligated, after such event, to perform the
Company's obligations under the Transaction Documents.

     (c) Waiver, Amendments, Etc. The Company shall not waive, modify or
amend, or consent to any waiver, modification or amendment of, any of the
provisions of any of the Transaction Documents or its certificate of
incorporation and by-laws.

     (d) Successors. So long as no Insurer Default has occurred and is
continuing, the Company shall not terminate or designate, or consent to the
termination or designation of, the servicer, any subservicer, any custodian,
or the Trustee or any successor thereto without the prior approval of FSA.

                                 ARTICLE III

                  THE POLICY; REIMBURSEMENT; INDEMNIFICATION

     Section 3.01 Issuance of the Policy. FSA agrees to issue the Policy
subject to satisfaction of the conditions precedent set forth in Appendix A
hereto.

     Section 3.02 Payment of Fees and Premium.

     (a) Legal Fees. On the Date of Issuance, the Company shall pay or cause
to be paid legal fees and disbursements incurred by FSA in connection with the
issuance of the Policy, unless otherwise agreed between Company and FSA.

     (b) Rating Agency Fees. The initial fees of S&P and Moody's with respect
to the Securities and the transactions contemplated hereby shall be paid by
the Company in full on the Date of Issuance, or otherwise provided for to the
satisfaction of FSA. All periodic and subsequent fees of S&P and Moody's with
respect to, and directly allocable to, the Securities shall be for the account
of, and shall be billed to, the Company. The fees for any other rating agency
shall be paid by the party requesting such other agency's rating, unless such
other agency is a substitute for S&P or Moody's in the event that S&P or
Moody's is no longer rating the Securities, in which case the cost for such
agency shall be paid by Company.

     (c) Auditors' Fees. In the event that FSA's auditors are required to
provide information or any consent in connection with the Offering Document
prepared prior to the Date of Issuance, fees therefor not exceeding $4,000
shall be paid by the Company. The Company shall pay on demand any additional
fees of FSA's auditors payable in respect of any Offering Document that are
incurred after the Date of Issuance. It is understood that FSA's auditors
shall not incur any additional fees in respect of future Offering Documents
except at the request of or with the consent of the Company.

     (d) Premium. In consideration of the issuance by FSA of the Policy, FSA
shall be entitled to receive the Premium as and when due in accordance with
the terms of the Premium Letter (i) in the case of Premium due on or before
the Date of Issuance, directly from the Company and (ii) in the case of
Premium due after the Date of Issuance, as provided in the Pooling and
Servicing Agreement. The Premium paid hereunder or under the Pooling and
Servicing Agreement shall be nonrefundable without regard to whether FSA makes
any payment under the Policy or any other circumstances relating to the
Securities or provision being made for payment of the Securities prior to
maturity. The Company shall make all payments of Premium by wire transfer to
an account designated from time to time by FSA by written notice to Company.

     Section 3.03 Reimbursement and Additional Payment Obligation. The
Depositor and the Company agree to pay to FSA the following amounts, as and
when incurred:

     (a) a sum equal to the total of all amounts paid by FSA under the
Policy;

     (b) any and all out-of-pocket charges, fees, costs and expenses which
FSA may reasonably pay or incur, including, but not limited to, attorneys' and
accountants' fees and expenses, in connection with (i) in the event of
payments under the Policy, any accounts established to facilitate payments
under the Policy, to the extent FSA has not been immediately reimbursed on the
date that any amount is paid by FSA under the Policy, or other administrative
expenses relating to such payments under the Policy, (ii) the enforcement,
defense or preservation of any rights in respect of any of the Transaction
Documents, including defending, monitoring or participating in any litigation
or proceeding (including any insolvency or bankruptcy proceeding in respect of
any Transaction participant or any affiliate thereof) relating to any of the
Transaction Documents, any party to any of the Transaction Documents or the
Transaction, (iii) any amendment, waiver or other action with respect to, or
related to, any Transaction Document whether or not executed or completed, and
(iv) any review or investigation made by FSA in those circumstances where its
approval or consent is sought under any of the Transaction Documents;

     (c) interest on any and all amounts described in Section 3.03(a) or
Section 3.02(d) from the date due to FSA pursuant to the provisions hereof
until payment thereof in full, payable to FSA at the Late Payment Rate per
annum; and

     (d) any payments made by FSA on behalf of, or advanced to, the Depositor
or the Company, including, without limitation, any amounts payable by the
Depositor or the Company pursuant to the Securities (other than any payments
of interest or principal on the Certificates but without the limiting amounts
specified in clause (a) of this Section 3.03) or any other Transaction
Documents; and any payments made by FSA as, or in lieu of, any servicing,
back-up servicing, management, trustee, custodial or administrative fees
payable, in the sole discretion of FSA to third parties in connection with the
Transaction.

     All such amounts are to be immediately due and payable without demand, in
full without any requirement on the part of FSA to seek reimbursement from any
other sources of indemnity therefor or to allocate expenses to other
transactions benefitting therefrom.

     Notwithstanding any provision of this Section to the contrary, the
payment obligations set forth in this Section shall be non-recourse
obligations with respect to the Depositor and the Company (other than with
respect to the Company those set forth in subsections (b), (c) and (d) above)
and shall be payable only from monies available for such payment in accordance
with the provisions of the Pooling and Servicing Agreement (except to the
extent that any such payment obligation arises from a failure to perform or
default of the Depositor, the Company or any affiliate thereof under any
Transaction Document or by reason of negligence, willful misconduct or bad
faith on the part of any of the Depositor or the Company in the performance of
its duties and obligations thereunder or reckless disregard by any of the
Depositor or the Company of its duties and obligations thereunder).

     Section 3.04 Indemnification.

     (a) Indemnification by the Depositor. In addition to any and all rights
of reimbursement, indemnification, subrogation and any other rights pursuant
hereto or under law or in equity, the Depositor agrees to pay, and to protect,
indemnify and save harmless, FSA and its officers, directors, shareholders,
employees, agents and each Person, if any, who controls FSA within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act
from and against any and all claims, losses, liabilities (including
penalties), actions, suits, judgments, demands, damages, costs or expenses
(including, without limitation, fees and expenses of attorneys, consultants
and auditors and reasonable costs of investigations) of any nature arising out
of or relating to the transactions contemplated by the Transaction Documents
by reason of:

          (i)  the negligence, bad faith, willful misconduct, misfeasance,
               malfeasance or theft committed by any director, officer,
               employee or agent of the Depositor, or any affiliate thereof;

         (ii)  the breach by the Depositor or any affiliate thereof of any
               representation, warranty or covenant under any of the
               Transaction Documents or the occurrence, in respect of the
               Depositor or any affiliate thereof, under any of the
               Transaction Documents of any "event of default" or any event
               which, with the giving of notice or the lapse of time or both,
               would constitute any "event of default";

        (iii)  any untrue statement or alleged untrue statement of a material
               fact contained in any Offering Document or any omission or
               alleged omission to state therein a material fact required to
               be stated therein or necessary to make the statements therein
               not misleading, except insofar as such claims arise out of or
               are based upon any untrue statement or omission (A) in the
               Company Information, or (B) in information included in an
               Offering Document and furnished by FSA in writing expressly for
               use therein (all such information so furnished being referred
               to herein as "FSA Information"), it being understood that, in
               respect of the initial Offering Document, the FSA Information
               is limited to the information included under the caption "The
               Certificate Insurer" (except with respect to the undertakings
               of the therein) and the financial statements of FSA
               incorporated by reference;

         (iv)  any statement, omission or action by the Depositor in
               connection with the offering, issuance, sale, remarketing or
               delivery of the Securities; or

          (v)  the violation by the Depositor of any Federal, state or foreign
               law, rule or regulation or any judgment, order or decree
               applicable to it.

     (b) Indemnification by the Company. In addition to any and all rights of
reimbursement, indemnification, subrogation and any other rights pursuant
hereto or under law or in equity, the Company agrees to pay, and to protect,
indemnify and save harmless, FSA and its officers, directors, shareholders,
employees, agents and each Person, if any, who controls FSA within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act
from and against any and all claims, losses, liabilities (including
penalties), actions, suits, judgments, demands, damages, costs or expenses
(including, without limitation, fees and expenses of attorneys, consultants
and auditors and reasonable costs of investigations) of any nature arising out
of or relating to the transactions contemplated by the Transaction Documents
by reason of:

          (i)  the negligence, bad faith, willful misconduct, misfeasance,
               malfeasance or theft committed by any director, officer,
               employee or agent of the Company or any affiliate thereof;

         (ii)  the breach by the Company or any affiliate thereof of any
               representation, warranty or covenant under any of the
               Transaction Documents or the occurrence, in respect of the
               Company or any affiliate thereof, under any of the Transaction
               Documents of any "event of default" or any event which, with
               the giving of notice or the lapse of time or both, would
               constitute any "event of default";

        (iii)  any untrue statement or alleged untrue statement of a material
               fact contained in any Offering Document or any omission or
               alleged omission to state therein a material fact required to
               be stated therein or necessary to make the statements therein
               not misleading, insofar as such statements or omissions related
               to information regarding the Company or the Mortgage Loans, it
               being understood that in respect of the initial Offering
               Document such information is limited to: [please supply Company
               Information sections] (such information, the "Company
               Information");

         (iv)  any statement, omission or action by the Company in connection
               with the offering, issuance, sale, remarketing or delivery of
               the Securities;

          (v)  the violation by the Company of any Federal, state or foreign
               law, rule or regulation or any judgment, order or decree
               applicable to it; or

         (vi)  any information concerning the characteristics of the Mortgage
               Loans furnished by the Company in writing or by electronic
               transmission that was used by an Underwriter in the preparation
               of an ABS Filing.

     (c) Conduct of Actions or Proceedings. If any action or proceeding
(including any governmental investigation) shall be brought or asserted
against FSA, any officer, director, shareholder, employee or agent of FSA or
any Person controlling FSA (individually, an "Indemnified Party" and,
collectively, the "Indemnified Parties") in respect of which indemnity may be
sought from the Depositor or the Company (the "Indemnifying Party") hereunder,
FSA shall promptly notify the Indemnifying Party in writing, and the
Indemnifying Party shall assume the defense thereof, including the employment
of counsel satisfactory to FSA and the payment of all expenses. An Indemnified
Party shall have the right to employ separate counsel in any such action and
to participate in the defense thereof at the expense of the Indemnified Party;
provided, however, that the fees and expenses of such separate counsel shall
be at the expense of the Indemnifying Party if (i) the Indemnifying Party has
agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have
failed to assume the defense of such action or proceeding and employ counsel
satisfactory to FSA in any such action or proceeding or (iii) the named
parties to any such action or proceeding (including any impleaded parties)
include both the Indemnified Party and the Indemnifying Party, and the
Indemnified Party shall have been advised by counsel that (A) there may be one
or more legal defenses available to it which are different from or additional
to those available to the Indemnifying Party and (B) the representation of the
Indemnifying Party and the Indemnified Party by the same counsel would be
inappropriate or contrary to prudent practice (in which case, if the
Indemnified Party notifies the Indemnifying Party in writing that it elects to
employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense of such
action or proceeding on behalf of such Indemnified Party, it being understood,
however, that the Indemnifying Party shall not, in connection with any one
such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys at any time for the
Indemnified Parties, which firm shall be designated in writing by FSA). The
Indemnifying Party shall not be liable for any settlement of any such action
or proceeding effected without its written consent to the extent that any such
settlement shall be prejudicial to the Indemnifying Party, but, if settled
with its written consent, or if there be a final judgment for the plaintiff in
any such action or proceeding with respect to which the Indemnifying Party
shall have received notice in accordance with this subsection (d), the
Indemnifying Party agrees to indemnify and hold the Indemnified Parties
harmless from and against any loss or liability by reason of such settlement
or judgment.

     (d) Contribution. To provide for just and equitable contribution if the
indemnification provided by the Indemnifying Party is determined to be
unavailable for any Indemnified Party (other than due to application of this
Section), the Indemnifying Party shall contribute to the losses incurred by
the Indemnified Party on the basis of the relative fault of the Indemnifying
Party, on the one hand, and the Indemnified Party, on the other hand.

     Section 3.05 Subrogation. Subject only to the priority of payment
provisions of the Pooling and Servicing Agreement, the Depositor and the
Company acknowledge that, to the extent of any payment made by FSA pursuant to
the Policy, FSA is to be fully subrogated to the extent of such payment and
any additional interest due on any late payment, to the rights of the
Certificateholders to any moneys paid or payable in respect of the Securities
under the Transaction Documents or otherwise. The Depositor and the Company
agree to such subrogation and, further, agree to execute such instruments and
to take such actions as, in the sole judgment of FSA, are necessary to
evidence such subrogation and to perfect the rights of FSA to receive any
moneys paid or payable in respect of the Securities under the Transaction
Documents or otherwise.

                                  ARTICLE IV

                              FURTHER AGREEMENTS

     Section 4.01 Effective Date; Term of Agreement. This Agreement shall take
effect on the Date of Issuance and shall remain in effect until the later of
(a) such time as FSA is no longer subject to a claim under the Policy and the
Policy shall have been surrendered to FSA for cancellation and (b) all amounts
payable to FSA and the Certificateholders under the Transaction Documents and
under the Securities have been paid in full; provided, however, that the
provisions of Sections 3.02, 3.03 and 3.04 hereof shall survive any
termination of this Agreement.

     Section 4.02 Securities Absolute.

     (a) The payment obligations of the Depositor and the Company hereunder
shall be absolute and unconditional, and shall be paid strictly in accordance
with this Agreement under all circumstances irrespective of (i) any lack of
validity or enforceability of, or any amendment or other modifications of, or
waiver with respect to, any of the Transaction Documents, the Securities or
the Policy; (ii) any exchange or release of any other obligations hereunder;
(iii) the existence of any claim, setoff, defense, reduction, abatement or
other right which the Depositor or the Company may have at any time against
FSA or any other Person; (iv) any document presented in connection with the
Policy proving to be forged, fraudulent, invalid or insufficient in any
respect, including any failure to strictly comply with the terms of the
Policy, or any statement therein being untrue or inaccurate in any respect;
(v) any failure of the Depositor or the Company to receive the proceeds from
the sale of the Securities; (vi) any breach by the Depositor or the Company of
any representation, warranty or covenant contained in any of the Transaction
Documents; or (vii) any other circumstances, other than payment in full, which
might otherwise constitute a defense available to, or discharge of, the
Depositor or the Company in respect of any Transaction Document.

     (b) The Depositor and the Company and any and all others who are now or
may become liable for all or part of the obligations of the Depositor or the
Company under this Agreement agree to be bound by this Agreement and (i) to
the extent permitted by law, waive and renounce any and all redemption and
exemption rights and the benefit of all valuation and appraisement privileges
against the indebtedness, if any, and obligations evidenced by any Transaction
Document or by any extension or renewal thereof; (ii) waive presentment and
demand for payment, notices of nonpayment and of dishonor, protest of dishonor
and notice of protest; (iii) waive all notices in connection with the delivery
and acceptance hereof and all other notices in connection with the
performance, default or enforcement of any payment hereunder except as
required by the Transaction Documents; (iv) waive all rights of abatement,
diminution, postponement or deduction, or to any defense other than payment,
or to any right of setoff or recoupment arising out of any breach under any of
the Transaction Documents, by any party thereto or any beneficiary thereof, or
out of any obligation at any time owing to the Depositor or the Company; (v)
agree that any consent, waiver or forbearance hereunder with respect to an
event shall operate only for such event and not for any subsequent event; (vi)
consent to any and all extensions of time that may be granted by FSA with
respect to any payment hereunder or other provisions hereof and to the release
of any security at any time given for any payment hereunder, or any part
thereof, with or without substitution, and to the release of any Person or
entity liable for any such payment; and (vii) consent to the addition of any
and all other makers, endorsers, guarantors and other obligors for any payment
hereunder, and to the acceptance of any and all other security for any payment
hereunder, and agree that the addition of any such obligors or security shall
not affect the liability of the parties hereto for any payment hereunder.

     (c) Nothing herein shall be construed as prohibiting the Depositor or
the Company from pursuing any rights or remedies they may have against any
Person other than FSA in a separate legal proceeding.

     Section 4.03 Assignments; Reinsurance; Third-Party Rights.

     (a) This Agreement shall be a continuing obligation of the parties
hereto and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. Neither the
Depositor nor the Company may assign its rights under this Agreement, or
delegate any of its duties hereunder, without the prior written consent of
FSA. Any assignment made in violation of this Agreement shall be null and
void.

     (b) FSA shall have the right to give participations in its rights under
this Agreement and to enter into contracts of reinsurance with respect to the
Policy upon such terms and conditions as FSA may in its discretion determine;
provided, however, that no such participation or reinsurance agreement or
arrangement shall relieve FSA of any of its obligations hereunder or under the
Policy.

     (c) In addition, FSA shall be entitled to assign or pledge to any bank
or other lender providing liquidity or credit with respect to the Transaction
or the obligations of FSA in connection therewith any rights of FSA under the
Transaction Documents or with respect to any real or personal property or
other interests pledged to FSA, or in which FSA has a security interest, in
connection with the Transaction.

     (d) Except as provided herein with respect to participants and
reinsurers, nothing in this Agreement shall confer any right, remedy or claim,
express or implied, upon any Person, including, particularly, any
Certificateholder, other than FSA, against the Depositor or the Company, and
all the terms, covenants, conditions, promises and agreements contained herein
shall be for the sole and exclusive benefit of the parties hereto and their
successors and permitted assigns. Neither the Trustee or any Certificateholder
shall have any right to payment from any premiums paid or payable hereunder or
from any other amounts paid by the Depositor or the Company pursuant to
Section 3.02, 3.03 or 3.04 hereof.

     Section 4.04 Liability of FSA. Neither FSA nor any of its officers,
directors or employees shall be liable or responsible for: (a) the use which
may be made of the Policy by the Trustee or for any acts or omissions of the
Trustee in connection therewith or (b) the validity, sufficiency, accuracy or
genuineness of documents delivered to FSA (or its Fiscal Agent) in connection
with any claim under the Policy, or of any signatures thereon, even if such
documents or signatures should in fact prove to be in any or all respects
invalid, insufficient, fraudulent or forged (unless FSA had actual knowledge
thereof). In furtherance and not in limitation of the foregoing, FSA (or its
Fiscal Agent) may accept documents that appear on their face to be in order,
without responsibility for further investigation.

                                  ARTICLE V

                          EVENTS OF DEFAULT; REMEDIES

     Section 5.01 Events of Default. The occurrence of any of the following
events shall constitute an Event of Default hereunder:

     (a) any representation or warranty made by the Depositor or the Company
under any of the Transaction Documents, or in any certificate or report
furnished under any of the Transaction Documents, shall prove to be untrue or
incorrect in any material respect; provided, however, that if the Depositor or
the Company effectively cures any such defect in any representation or
warranty under any Transaction Document, or certificate or report furnished
under any Transaction Document, within the time period specified in the
relevant Transaction Document as the cure period therefor, such defect shall
not in and of itself constitute an Event of Default hereunder;

     (b) (i) the Depositor or the Company shall fail to pay when due any
amount payable by the Depositor or the Company, as applicable, under any of
the Transaction Documents unless such amounts are paid in full within any
applicable cure period explicitly provided for under the relevant Transaction
Document; (ii) the Depositor or the Company shall have asserted that any of
the Transaction Documents to which it is a party is not valid and binding on
the parties thereto; or (iii) any court, governmental authority or agency
having jurisdiction over any of the parties to any of the Transaction
Documents or any property thereof shall find or rule that any material
provision of any of the Transaction Documents is not valid and binding on the
parties thereto;

     (c) the Depositor or the Company shall fail to perform or observe any
other covenant or agreement contained in any of the Transaction Documents
(except for the obligations described under clause (b) above) and such failure
shall continue for a period of 30 days after written notice given to the
Depositor or the Company, as applicable; provided, however, that, if such
failure shall be of a nature that it cannot be cured within 30 days, such
failure shall not constitute an Event of Default hereunder if within such
30-day period the Depositor or the Company, as applicable, shall have given
notice to FSA of corrective action it proposes to take, which corrective
action is agreed in writing by FSA to be satisfactory and the Depositor or the
Company, as applicable, shall thereafter pursue such corrective action
diligently until such default is cured;

     (d) the Company shall fail to pay its debts generally as they come due,
or shall admit in writing its inability to pay its debts generally, or shall
make a general assignment for the benefit of creditors, or shall institute any
proceeding seeking to adjudicate the Company insolvent or seeking a
liquidation, or shall take advantage of any insolvency act, or shall commence
a case or other proceeding naming the Company as debtor under the United
States Bankruptcy Code or similar law, domestic or foreign, or a case or other
proceeding shall be commenced against the Company under the United States
Bankruptcy Code or similar law, domestic or foreign, or any proceeding shall
be instituted against the Company seeking liquidation of the Company's assets
and the Company shall fail to take appropriate action resulting in the
withdrawal or dismissal of such proceeding within 30 days or there shall be
appointed or the Company shall consent to, or acquiesce in, the appointment of
a receiver, liquidator, conservator, trustee or similar official in respect of
the Company or the whole or any substantial part of the properties or assets
of any of the Company shall take any corporate action in furtherance of any of
the foregoing;

     (e) the occurrence of an "event of default" under the Servicing
Agreement or the Pooling and Servicing Agreement;

     (f) any demand for payment shall be made under the Policy; and

     (g) failure to deliver final Transaction Documents to FSA within fifteen
(15) days after the Closing Date.

     Section 5.02 Remedies; Waivers.

     (a) Upon the occurrence of an Event of Default, FSA may exercise any one
or more of the rights and remedies set forth below:

          (i)  declare all or a portion of the Premium Supplement that has
               accrued or will accrue to be payable, and the same thereupon be
               immediately due and payable to the extent then accrued and
               shall thereupon become immediately due and payable upon accrual
               to the extent accruing thereafter, whether or not FSA shall
               have declared an "Event of Default" or shall have exercised, or
               be entitled to exercise, any other rights or remedies
               hereunder;

         (ii)  exercise any rights and remedies available under the
               Transaction Documents in its own capacity or in its capacity as
               the Person entitled to exercise the rights of the
               Certificateholders in respect of the Securities; or

        (iii)  take whatever action at law or in equity may appear necessary
               or desirable in its judgment to enforce performance of any
               obligation of the Depositor or the Company under the
               Transaction Documents.

     (b) Unless otherwise expressly provided, no remedy herein conferred upon
or reserved is intended to be exclusive of any other available remedy, but
each remedy shall be cumulative and shall be in addition to other remedies
given under the Transaction Documents or existing at law or in equity. No
delay or failure to exercise any right or power accruing under any Transaction
Document upon the occurrence of any Event of Default or otherwise shall impair
any such right or power or shall be construed to be a waiver thereof, but any
such right and power may be exercised from time to time and as often as may be
deemed expedient. In order to entitle FSA to exercise any remedy reserved to
FSA in this Article, it shall not be necessary to give any notice, other than
such notice as may be expressly required in this Article.

     (c) If any proceeding has been commenced to enforce any right or remedy
under this Agreement and such proceeding has been discontinued or abandoned
for any reason, or has been determined adversely to FSA, then and in every
such case the parties hereto shall, subject to any determination in such
proceeding, be restored to their respective former positions hereunder, and,
thereafter, all rights and remedies of FSA shall continue as though no such
proceeding had been instituted.

     (d) FSA shall have the right, to be exercised in its complete
discretion, to waive any covenant, Default or Event of Default by a writing
setting forth the terms, conditions and extent of such waiver signed by FSA
and delivered to the Depositor or the Company. Any such waiver may only be
effected in writing duly executed by FSA, and no other course of conduct shall
constitute a waiver of any provision hereof. Unless such writing expressly
provides to the contrary, any waiver so granted shall extend only to the
specific event or occurrence so waived and not to any other similar event or
occurrence.

                                  ARTICLE VI

                                 MISCELLANEOUS

     Section 6.01 Amendments, Etc. This Agreement may be amended, modified or
terminated only by written instrument or written instruments signed by the
parties hereto. No act or course of dealing shall be deemed to constitute an
amendment, modification or termination hereof.

     Section 6.02 Notices. All demands, notices and other communications to be
given hereunder shall be in writing (except as otherwise specifically provided
herein) and shall be mailed by registered mail or personally delivered or
telecopied to the recipient as follows:

     (a)  To FSA:             Financial Security Assurance Inc.
                              350 Park Avenue
                              New York, NY  10022
                              Attention:  Transaction Oversight
                              Re:  The Mortgage Lenders Network Home
                                   Equity Loan Trust 2000-1
                              Confirmation:     (212) 826-0100
                              Telecopy Nos.:    (212) 339-3518,  (212) 339-3529
                              (in each case in which notice or other
                              communication to FSA refers to an Event of
                              Default, a claim on the Policy or with respect
                              to which failure on the part of FSA to respond
                              shall be deemed to constitute consent or
                              acceptance, then a copy of such notice or other
                              communication should also be sent to the
                              attention of each of the General Counsel and the
                              Head,Financial Guaranty Group and shall be
                              marked to indicate "URGENT MATERIAL ENCLOSED.")

     (b)  To the Depositor:   Prudential Securities Secured Financing
                              Corporation
                              One New York Plaza, 14th Floor
                              New York, NY  10292
                              Attention:  [_______________]
                                          (The Mortgage Lenders Network Home
                                          Equity Loan Trust 2000-1)
                              Confirmation:     (212) 778-1000
                              Telecopy:         (212) 778-7401

     (c)  To the Company:     Mortgage Lenders Network USA, Inc.
                              Middlesex Corporate Center, 11th Floor
                              213 Court Street
                              Middletown, CT 06457
                              Attention:[_______________]
                              Confirmation: [_______________]
                              Telecopy:  [_______________]

     A party may specify an additional or different address or addresses by
writing mailed or delivered to the other party as aforesaid. All such notices
and other communications shall be effective upon receipt.

     Section 6.03 Payment Procedure. In the event of any payment by FSA for
which it is entitled to be reimbursed or indemnified as provided above, the
Depositor agrees to accept the voucher or other evidence of payment as prima
facie evidence of the propriety thereof and the liability therefor to FSA. All
payments to be made to FSA under this Agreement shall be made to FSA in lawful
currency of the United States of America in immediately available funds to the
account number provided in the Premium Letter before 1:00 p.m. (New York, New
York time) on the date when due or as FSA shall otherwise direct by written
notice to the Depositor or the Company. In the event that the date of any
payment to FSA or the expiration of any time period hereunder occurs on a day
which is not a Business Day, then such payment or expiration of time period
shall be made or occur on the next succeeding Business Day with the same force
and effect as if such payment was made or time period expired on the scheduled
date of payment or expiration date. Payments to be made to FSA under this
Agreement shall bear interest at the Late Payment Rate from the date due to
the date paid.

     Section 6.04 Severability. In the event that any provision of this
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, the parties hereto agree that such holding shall not invalidate
or render unenforceable any other provision hereof. The parties hereto further
agree that the holding by any court of competent jurisdiction that any remedy
pursued by any party hereto is unavailable or unenforceable shall not affect
in any way the ability of such party to pursue any other remedy available to
it.

     Section 6.05 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     Section 6.06 Consent to Jurisdiction.

     (a) THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY
COURT IN THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK, AND
ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION, SUIT OR PROCEEDING
BROUGHT AGAINST IT AND TO OR IN CONNECTION WITH ANY OF THE TRANSACTION
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREUNDER OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD OR DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO AGREE THAT
A FINAL JUDGMENT IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
PARTIES HERETO HEREBY WAIVE AND AGREE NOT TO ASSERT BY WAY OF MOTION, AS A
DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT
IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF
THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THE TRANSACTION DOCUMENTS
OR THE SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS.

     (b) To the extent permitted by applicable law, the parties hereto shall
not seek and hereby waive the right to any review of the judgment of any such
court by any court of any other nation or jurisdiction which may be called
upon to grant an enforcement of such judgment.

     (c) Each of the Depositor and the Company hereby irrevocably appoints
and designates CT Corporation System, whose address is 1633 Broadway, New
York, New York 10019, as its true and lawful attorney and duly authorized
agent for acceptance of service of legal process. Each of the Depositor and
the Company agrees that service of such process upon such Person shall
constitute personal service of such process upon it.

     (d) Nothing contained in the Agreement shall limit or affect FSA's right
to serve process in any other manner permitted by law or to start legal
proceedings relating to any of the Transaction Documents against the Depositor
or the Company or their property in the courts of any jurisdiction.

     Section 6.07 Consent of FSA. In the event that FSA's consent is required
under any of the Transaction Documents, the determination whether to grant or
withhold such consent shall be made by FSA in its sole discretion without any
implied duty towards any other Person, except as otherwise expressly provided
therein.

     Section 6.08 Counterparts. This Agreement may be executed in counterparts
by the parties hereto, and all such counterparts shall constitute one and the
same instrument.

     Section 6.09 Trial by Jury Waived. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN
CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREUNDER. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PARTY HERETO HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO
ENTER INTO THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER
THINGS, THIS WAIVER.

     Section 6.10 Limited Liability. No recourse under any Transaction
Document shall be had against, and no personal liability shall attach to, any
officer, employee, director, affiliate or shareholder of any party hereto, as
such, by the enforcement of any assessment or by any legal or equitable
proceeding, by virtue of any statute or otherwise in respect of any of the
Transaction Documents, the Securities or the Policy, it being expressly agreed
and understood that each Transaction Document is solely a corporate obligation
of each party hereto, and that any and all personal liability, either at
common law or in equity, or by statute or constitution, of every such officer,
employee, director, affiliate or shareholder for breaches by any party hereto
of any obligations under any Transaction Document is hereby expressly waived
as a condition of and in consideration for the execution and delivery of this
Agreement.

     Section 6.11 Entire Agreement. This Insurance Agreement, the Premium
Letter, the Indemnification Agreement and the Policy set forth the entire
agreement between the parties with respect to the subject matter thereof, and
this Insurance Agreement supersedes and replaces any agreement or
understanding that may have existed between the parties prior to the date
hereof in respect of such subject matter.

     Section 6.12 Non-Petition. By execution hereof, the parties hereto agree
not to institute against the Depositor, or join in any institution against the
Depositor of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings until at least one year and one day after the later to
occur of (i) the Expiration Date or (ii) the payment of all obligations of the
Trust Fund under the Transaction.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, all as of the day and year first above written.

                                   FINANCIAL SECURITY ASSURANCE INC.


                                   By    ______________________________
                                               Authorized Officer


                                   MORTGAGE LENDERS NETWORK USA, INC.


                                  By     ______________________________
                                  Name   ______________________________
                                  Title  ______________________________


                                  PRUDENTIAL SECURITIES SECURED FINANCING
                                  CORPORATION


                                  By     ______________________________
                                  Name   ______________________________
                                  Title  ______________________________

<PAGE>

                                  APPENDIX I

                                  DEFINITIONS

     "ABS Filing" means any materials delivered by the Underwriter to the
Depositor within the meaning of the no-action letter dated May 20, 1994 issued
by the Division of Corporation Finance of the Securities and Exchange
Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co.
Incorporated and Kidder Structured Asset Corporation and the no-action letter
dated May 27, 1994 issued by the Division of Corporation Finance of the
Securities and Exchange Commission and filed by the Depositor in the Current
Report or Reports on Form 8-K.

     "Accumulated Funding Deficiency" shall have the meaning provided in
Section 412 of the Code and Section 302 of ERISA, whether or not waived.

     "Business Day" means any day other than (a) a Saturday or Sunday or (b) a
day on which the Certificate Insurer or banking institutions in the State of
Connecticut, the State of New York, the State of Delaware, the State of
Maryland or the State of Minnesota are required or authorized by law,
executive order or governmental decree to be closed.

     "Certificateholders" means registered holders of the Securities.

     "Code" means the Internal Revenue Code of 1986, including, unless the
context otherwise requires, the rules and regulations thereunder, as amended
from time to time.

     "Commission" means the Securities and Exchange Commission.

     "Commonly Controlled Entity" means the Depositor or the Company, as
applicable, and each entity, whether or not incorporated, which is affiliated
with the Depositor or the Company, as applicable, pursuant to Section 414(b),
(c), (m) or (o) of the Code.

     ["Custodial Agreement" means the Custody Agreement, dated as of April 1,
2000, among the Company, the Custodian, and the Trustee.]

     "Custodian" means BankBoston, N.A., and any Successor thereto under the
Custodial Agreement.

     "Date of Issuance" means the date on which the Policy is issued as
specified therein.

     "Default" means any event which results, or which with the giving of
notice or the lapse of time or both would result, in an Event of Default.

     "ERISA" means the Employee Retirement Income Security Act of 1974,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

     "Event of Default" means any event of default specified in Section 5.01
of the Insurance Agreement.

     "Expiration Date" means the final date of the Term of the Policy, as
specified in the Policy.

     "Financial Statements" means with respect to the Company the balance
sheets as of December 31, 1999 and the statements of income, retained earnings
and cash flows for the 12-month period then ended.

     "Fiscal Agent" means the Fiscal Agent, if any, designated pursuant to the
terms of the Policy.

     "FSA" means Financial Security Assurance Inc., a New York stock insurance
company, its successors and assigns.

     "FSA Information" has the meaning assigned to that term in Section
3.04(a)(iii).

     "Indemnification Agreement" means the Indemnification Agreement, dated as
of April 10, 2000, among FSA, the Depositor, the Company and the
Representative, as the same may be amended from time to time.

     "Insurance Agreement" means this Insurance and Indemnity Agreement, dated
as of April 1, 2000, among FSA, the Company and the Depositor, as the same may
be amended from time to time.

     "Investment Company Act" means the Investment Company Act of 1940,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

     "IRS" means the Internal Revenue Service.

     "Late Payment Rate" means the lesser of (a) the greater of (i) the per
annum rate of interest, publicly announced from time to time by Chase
Manhattan Bank at its principal office in the City of New York, as its prime
or base lending rate (any change in such rate of interest to be effective on
the date such change is announced by Chase Manhattan Bank) plus 3%, and (ii)
the then applicable highest rate of interest on the Securities and (b) the
maximum rate permissible under applicable usury or similar laws limiting
interest rates. The Late Payment Rate shall be computed on the basis of the
actual number of days elapsed over a year of 360 days.

     "Lien" means, as applied to the property or assets (or the income or
profits therefrom) of any Person, in each case whether the same is consensual
or nonconsensual or arises by contract, operation of law, legal process or
otherwise: (a) any mortgage, lien, pledge, attachment, charge, lease,
conditional sale or other title retention agreement, or other security
interest or encumbrance of any kind or (b) any arrangement, express or
implied, under which such property or assets are transferred, sequestered or
otherwise identified for the purpose of subjecting or making available the
same for the payment of debt or performance of any other obligation in
priority to the payment of the general, unsecured creditors of such Person.

     "Material Adverse Change" means, (a) in respect of any Person, a material
adverse change in (i) the business, financial condition, results of operations
or properties of such Person or (ii) the ability of such Person to perform its
obligations under any of the Transaction Documents to which it is a party and
(b) in respect of any Mortgage Loan, a material adverse change in (i) the
value or marketability of such Mortgage Loan or (ii) the probability that
amounts now or hereafter due in respect of such Mortgage Loan will be
collected on a timely basis.

     "Moody's" means Moody's Investors Service, Inc., a Delaware corporation,
and any successor thereto, and, if such corporation shall for any reason no
longer perform the functions of a securities rating agency, "Moody's" shall be
deemed to refer to any other nationally recognized rating agency designated by
FSA.

     ["Mortgage Documents" means the Mortgage Notes, Mortgages, assignments of
Mortgages and other related documents required to be delivered to the
Custodian pursuant to Article 3 of the Custodial Agreement.]

     "Mortgage Loan" has the meaning provided in the Master Servicing
Agreement.

     ["Mortgage Loan Sale Agreement" means the Mortgage Loan Sale Agreement,
dated as of April 1, 2000, between the Company and the Depositor.]

     "Multiemployer Plan" means a multiemployer plan (within the meaning of
Section 4001(a)(3) of ERISA) in respect of which a Commonly Controlled Entity
makes contributions or has liability.

     "Notice of Claim" means a Notice of Claim and Certificate in the form
attached as Exhibit A to Endorsement No. 1 to the Policy.

     "Offering Document" means the Prospectus Supplement, dated April 10,
2000, and the Prospectus, dated June 23, 1999, of the Depositor in respect of
the Securities and any amendment or supplement thereto and any other offering
document in respect of the Securities that makes reference to the Policy.

     "PBGC" means the Pension Benefit Guaranty Corporation or any successor
agency, corporation or instrumentality of the United States to which the
duties and powers of the Pension Benefit Guaranty Corporation are transferred.

     "Person" means an individual, joint stock company, trust, unincorporated
association, joint venture, corporation, business or owner trust, partnership
or other organization or entity (whether governmental or private).

     "Plan" means any pension plan (other than a Multiemployer Plan) covered
by Title IV of ERISA, which is maintained by a Commonly Controlled Entity or
in respect of which a Commonly Controlled Entity has liability.

     "Policy" means the financial guaranty insurance policy, including any
endorsements thereto, issued by FSA with respect to the Securities,
substantially in the form attached as Annex I to this Agreement.

     "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of April 1, 2000, between the Depositor, the Company, as
Servicer and Seller and the Trustee on behalf of FSA and the
Certificateholders, pursuant to which the Securities are to be issued, as the
same may be amended from time to time.

     "Premium" means the premium payable in accordance with Section 3.02 of
the Insurance Agreement and the Premium Supplement, if any.

     "Premium Letter" means the side letter between FSA, the Company and the
Depositor, dated April 14, 2000, in respect of the premium payable in
consideration of the issuance of the Policy.

     "Premium Supplement" means a non-refundable premium in addition to the
premium payable in accordance with Section 3.02 of the Insurance Agreement, in
an amount equal to 0.22% per annum of the principal amount of the Securities
outstanding on the Premium Supplement Commencement Date, which will accrue
from the Premium Supplement Commencement Date until the Premium Supplement
Termination Date, and which is payable on each Payment Date following the
Premium Supplement Collection Date until the Premium Supplement Termination
Date, if any.

     "Premium Supplement Collection Date" means the date on which all or a
portion of the Premium Supplement that has accrued or will accrue shall have
been declared payable in accordance with Section 5.02(a)(i) of the Insurance
Agreement.

     "Premium Supplement Commencement Date" means the date of occurrence of
the Event of Default in respect of which the Premium Supplement shall have
begun to accrue, regardless of whether the Event of Default has been declared.

     "Premium Supplement Termination Date" means the date on which all Events
of Default under the Insurance Agreement shall have been remedied or shall
have been waived by FSA.

     "Prospectus" means the form of prospectus, as supplemented, relating to
the Securities, as first filed with the Commission pursuant to Rule 424 under
the Securities Act.

     "Provided Documents" means the Transaction Documents and any documents,
agreements, instruments, schedules, certificates, statements, cash flow
schedules, number runs or other writings or data furnished to FSA by or on
behalf of the Depositor or the Company with respect to the Depositor or the
Company, their Subsidiaries or the Transaction.

     "Registration Statement" means the registration statement on Form S-3
(No. 333-[_______]), including a form of prospectus, relating to the
Securities, as amended to the date hereof.

     "Reportable Event" means any of the events set forth in Section 4043(b)
of ERISA or the regulations thereunder.

     "Restrictions on Transferability" means, as applied to the property or
assets (or the income or profits therefrom) of any Person, in each case
whether the same is consensual or nonconsensual or arises by contract,
operation of law, legal process or otherwise, any material condition to, or
restriction on, the ability of such Person or any transferee therefrom to
sell, assign, transfer or otherwise liquidate such property or assets in a
commercially reasonable time and manner or which would otherwise materially
deprive such Person or any transferee therefrom of the benefits of ownership
of such property or assets.

     "Securities" means $211,533,000 of The Mortgage Lenders Network Home
Equity Loan Trust 2000-1, $211,553,000 Pass-Through Certificates, Series
2000-1, Class A-1, Class A-2, Class A-3. Class A-4 and Class A-5.

     "Securities Act" means the Securities Act of 1933, including, unless the
context otherwise requires, the rules and regulations thereunder, as amended
from time to time.

     "Securities Exchange Act" means the Securities Exchange Act of 1934,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

     "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., and any successor thereto, and, if such corporation shall for any reason
no longer perform the functions of a securities rating agency, "S&P" shall be
deemed to refer to any other nationally recognized rating agency designated by
FSA.

     "Subsidiary" means, with respect to any Person, any corporation of which
a majority of the outstanding shares of capital stock having ordinary voting
power for the election of directors is at the time owned by such Person
directly or through one or more Subsidiaries.

     "Term of the Agreement" shall be determined as provided in Section 4.01
of the Insurance Agreement.

     "Term of the Policy" has the meaning provided in the Policy.

     "Transaction" means the transactions contemplated by the Transaction
Documents, including the transactions described in the Offering Document.

     "Transaction Documents" means the Insurance Agreement, the
Indemnification Agreement, the Pooling and Servicing Agreement, [the Mortgage
Loan Sale Agreement, the Mortgage Loan Contribution Agreement, the Deposit
Trust Agreement, the Management Agreement, the Custodial Agreement,] the
Underwriting Agreement and the Premium Letter.

     "Trigger Event" means the occurrence of any one of the following: (a) an
Event of Default under the Insurance Agreement has occurred and is continuing,
(b) any legal proceeding or binding arbitration is instituted with respect to
the Transaction or (c) any governmental or administrative investigation,
action or proceeding is instituted that would, if adversely decided, result in
a Material Adverse Change in respect of the Depositor or the Company or of a
material portion of the Mortgage Loans.

     "Trust Accounts" has the meaning provided in the Certificate Account and
the Collection Account, each as defined in the Pooling and Servicing
Agreement.

     "Trust Fund" has the meaning provided in the Pooling and Servicing
Agreement.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, including,
unless the context otherwise requires, the rules and regulations thereunder,
as amended from time to time.

     "Trustee" means Norwest Bank Minnesota, National Association, as Trustee
under the Pooling and Servicing Agreement, and any successor thereto as
Trustee under the Pooling and Servicing Agreement.

     "Underfunded Plan" means any Plan that has an Underfunding.

     "Underfunding" means, with respect to any Plan, the excess, if any, of
(a) the present value of all benefits under the Plan (based on the assumptions
used to fund the Plan pursuant to Section 412 of the Code) as of the most
recent valuation date over (b) the fair market value of the assets of such
Plan as of such valuation date.

     "Underwriter" means Prudential Securities Incorporated or its parents,
subsidiaries, and affiliates and any shareholder, director, officer, employee,
agent or "controlling person" (as such item is used in the Securities Act).

     "Underwriting Agreement" means the underwriting agreement and the terms
agreement, each dated as of April 10, 2000, between the Depositor and
Prudential Securities Incorporated (the "Underwriter") with respect to the
offer and sale of the Securities, as the same may be amended from time to
time.

<PAGE>

                                  APPENDIX II

                              OPINIONS OF COUNSEL

     There shall be delivered to FSA, Moody's and S&P opinions of counsel as
follows:

     (i) opinions to the effect that the Securities have been duly issued, and
the Transaction Documents have been duly executed and delivered, and each
constitutes legal, valid and binding obligations, enforceable in accordance
with their respective terms;

     (ii) opinions as to compliance with applicable securities laws,
including, but not limited to, opinions to the effect that:

          (A) to the best of counsel's knowledge, no filing or registration
     with or notice to or consent, approval, authorization or order of any
     court or governmental authority or agency is required for the
     consummation of the Transaction, except such as may be required and have
     been obtained under the Securities Act and state securities or "blue sky"
     laws;

          (B) the Registration Statement is effective under the Securities Act
     and, to the best of counsel's knowledge and information, no stop order
     suspending the effectiveness of the Registration Statement has been
     issued under the Securities Act or proceedings therefor initiated or
     threatened by the Commission;

          (C) the Trust Fund is not required to be registered under the
     Investment Company Act; and

          (D) the Pooling and Servicing Agreement is not required to be
     qualified under the Trust Indenture Act;

     (iii) an opinion to the effect that (A) the Trustee is the owner of the
Mortgage Loans, holding good and marketable title thereto; (B) the Mortgage
Loans would not be included as part of the estate of the Company or the
Depositor in the event of any receivership or insolvency proceedings in
respect thereof; (C) the transfer of the Mortgage Loans by the Depositor to
the Company and by the Depositor to the Trust Fund would be characterized by a
court of competent jurisdiction as a sale of such Mortgage Loans and not as a
borrowing by the Company or the Depositor or a relationship of joint
ownership, partnership, joint venture or similar arrangement; and (D) the
Transaction Documents create for the benefit of the Trustee, as secured party
on behalf of the Certificateholders and FSA, a valid, perfected, first
priority security interest in the Trust Fund and the proceeds thereof; and

     (iv) an opinion to the effect that (A) the Trust Fund qualifies as a
REMIC for federal income tax purposes.

<PAGE>

                                  APPENDIX A
                     TO INSURANCE AND INDEMNITY AGREEMENT

                CONDITIONS PRECEDENT TO ISSUANCE OF THE POLICY

     (a) Payment of Initial Premium and Expenses; Premium Letter. FSA shall
have been paid, by or on behalf of the Company, a nonrefundable Premium and
shall have been reimbursed, by or on behalf of the Company, for other fees and
expenses identified in Section 3.02 below as payable at closing and FSA shall
have received a fully executed copy of the Premium Letter.

     (b) Transaction Documents. FSA shall have received a copy of each of the
Transaction Documents, in form and substance satisfactory to FSA, duly
authorized, executed and delivered by each party thereto. Without limiting the
foregoing, the provisions of the Pooling and Servicing Agreement relating to
the payment to FSA of Premium due on the Policy and the reimbursement to FSA
of amounts paid under the Policy shall be in form and substance acceptable to
FSA in its sole discretion.

     (c) Certified Documents and Resolutions. FSA shall have received a copy of
(i) the certificate of incorporation and bylaws of the Depositor and the
Company and (ii) the resolutions of the Company's and the Depositor's Boards
of Directors authorizing the issuance of the Securities and the sale of the
Mortgage Loans and the execution, delivery and performance by the Depositor
and the Company of the Transaction Documents and the transactions contemplated
thereby, certified by the Secretary or an Assistant Secretary of the Depositor
and the Company (which certificates shall state that such certificate of
incorporation, bylaws and resolutions are in full force and effect without
modification on the Date of Issuance).

     (d) Incumbency Certificate. FSA shall have received certificates of the
Secretary or an Assistant Secretary of the Depositor, the Company and the
Owner Trustee certifying the name and signatures of the officers of the
Depositor, the Company and the Owner Trustee authorized to execute and deliver
the Transaction Documents and that shareholder consent to the execution and
delivery of such documents is not necessary.

     (e) Representations and Warranties; Certificate. The representations and
warranties of the Depositor and the Company in the Insurance Agreement shall
be true and correct as of the Date of Issuance as if made on the Date of
Issuance and FSA shall have received certificates of appropriate officers of
the Depositor and the Company to that effect.

     (f) Opinions of Counsel. FSA shall have received opinions of counsel
addressed to FSA, Moody's and S&P in respect of the Depositor and the Company,
the other parties to the Transaction Documents and the Transaction in form and
substance satisfactory to FSA, addressing such matters as FSA may reasonably
request, including without limitation, the items set forth in Appendix II
hereto, and the counsel providing each such opinion shall have been instructed
by its client to deliver such opinion to the addressees thereof.

     (g) Approvals, Etc. FSA shall have received true and correct copies of all
approvals, licenses and consents, if any, including, without limitation, the
approval of the shareholders of the Depositor and the Company, required in
connection with the Transaction.

     (h) No Litigation, Etc. No suit, action or other proceeding,
investigation, or injunction or final judgment relating thereto, shall be
pending or threatened before any court or governmental agency in which it is
sought to restrain or prohibit or to obtain damages or other relief in
connection with any of the Transaction Documents or the consummation of the
Transaction.

     (i) Legality. No statute, rule, regulation or order shall have been
enacted, entered or deemed applicable by any government or governmental or
administrative agency or court which would make the transactions contemplated
by any of the Transaction Documents illegal or otherwise prevent the
consummation thereof.

     (j) Satisfaction of Conditions of Underwriting Agreement. All conditions
set forth in the Underwriting Agreement to the Underwriter's obligation to
purchase the Securities shall have been satisfied.

     (k) Issuance of Ratings. FSA shall have received confirmation that the
risk secured by the Policy constitutes an investment grade risk by S&P and an
insurable risk by Moody's and that the Securities, when issued, will be rated
"AAA" by S&P, and "Aaa" by Moody's.

     (l) Delivery of Mortgage Documents. FSA shall have received evidence
satisfactory to it that: (i) delivery has been made to the Trustee or to a
Custodian of the Mortgage Loan Files required to be so delivered pursuant to
Article 3 of the Custodial Agreement; and (ii) each Mortgage Note is endorsed
as provided in Article 3 of the Custodial Agreement.

     (m) No Default. No Default or Event of Default shall have occurred.

     (n) Documentation Relating to Principal and Interest Account. FSA shall
have received evidence satisfactory to it that the Collection Account has been
established in the name of the Trustee.

     (o) Additional Items. FSA shall have received such other documents,
instruments, approvals or opinions requested by FSA as may be reasonably
necessary to effect the Transaction, including but not limited to evidence
satisfactory to FSA that all conditions precedent, if any, in the Transaction
Documents have been satisfied.




                                INDEMNIFICATION
                                      AND
                            CONTRIBUTION AGREEMENT

     THIS INDEMNIFICATION AND CONTRIBUTION AGREEMENT dated April 10, 2000 (the
"Agreement") among Prudential Securities Secured Financing Corporation, a
Delaware corporation (the "Depositor"), Prudential Securities Incorporated, a
Delaware corporation, as underwriter (the "Underwriter"), and Mortgage Lenders
Network USA, Inc., a Delaware corporation ("Mortgage Lenders Network").

                                  WITNESSETH:

     WHEREAS, Mortgage Lenders Network and the Depositor are parties to the
Pooling and Servicing Agreement (as defined herein);

     WHEREAS, Mortgage Lenders Network stands to receive substantial financial
benefits in its capacity as servicer under the Pooling and Servicing
Agreement;

     WHEREAS, the Underwriter and the Depositor have entered into an
Underwriting Agreement (as defined herein) pursuant to which the Underwriter
has agreed to underwrite the Offered Certificates;

     WHEREAS, as an inducement to the Depositor to enter into the Pooling and
Servicing Agreement and the Underwriting Agreement and to the Underwriter to
enter into the Underwriting Agreement, Mortgage Lenders Network wishes to
provide for indemnification and contribution on the terms and conditions
hereinafter set forth;

     WHEREAS, the Depositor and the Underwriter wish to provide
indemnification and contribution to Mortgage Lenders Network on the terms and
conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                  ARTICLE I.

                                  DEFINITIONS

     1.1 Certain Defined Terms.

     The following terms shall have the meanings set forth below, unless the
context clearly indicates otherwise:

     1933 Act: The Securities Act of 1933, as amended.

     Agreement: This Indemnification and Contribution Agreement, as the same
may be amended in accordance with the terms hereof.

     FSA Information: Any information to be contained in the Prospectus
Supplement under the headings: "The Note Insurance" and "Report of Experts"
and the sections of the Summary relating to the foregoing.

     Mortgage Lenders Network Information: The numerical information (i) in
the Prospectus Supplement contained under the headings "The Mortgage Pool" and
"The Seller and Servicer" and (ii) concerning the characteristics of the
Mortgage Loans furnished by Mortgage Lenders Network in writing or by
electronic transmission that was used by the Underwriter in the preparation of
any Computational Materials or ABS Term Sheets (or amendments or supplements
thereof) included in an ABS Filing (or amendment or supplement thereof).

     Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement
dated as of April 1, 2000, between the Depositor and Mortgage Lenders Network.

     Offered Certificates: Mortgage Lenders Network Home Equity Loan Trust
2000-1, Pass-Through Certificates, Series 2000-1, Classes A-1, A-2, A-3, A-4
and A-5 issued pursuant to the Pooling and Servicing Agreement.

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

     Pooling and Servicing Agreement: The Pooling and Servicing Agreement,
dated as of April 1, 2000, among the Depositor, Mortgage Lenders Network, as
seller and servicer, and Norwest Bank Minnesota, National Association, as
trustee.

     Prospectus: The prospectus dated June 23, 1999 of Prudential Securities
Secured Financing Corporation.

     Prospectus Supplement: The prospectus supplement dated April 10, 2000,
relating to the public offering by the Underwriter of the Offered
Certificates.

     Underwriting Agreement: The Underwriting Agreement dated April 10, 2000,
between the Underwriter and the Depositor, relating to the Offered
Certificates.

     Underwriter: Prudential Securities Incorporated.

     1.2 Other Terms.

     Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Underwriting Agreement.

                                 ARTICLE II.

                        REPRESENTATIONS AND WARRANTIES

     Each party hereto represents that:

     (a) it has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement;

     (b) this Agreement has been duly authorized, executed and delivered by
such party; and

     (c) assuming the due authorization, execution and delivery by each other
party hereto, this Agreement constitutes the legal, valid and binding
obligation of such party.

                                 ARTICLE III.

                                INDEMNIFICATION

     3.1 Indemnification by Mortgage Lenders Network, the Depositor, and the
Underwriter.

     (a) Mortgage Lenders Network shall indemnify and hold harmless the
Depositor, the Underwriter, each of their respective directors, each of their
respective officers and each Person, if any, that controls the Depositor or
the Underwriter, as the case may be, within the meaning of the 1933 Act,
against any and all losses, claims, damages or liabilities to which the
Depositor, the Underwriter or any such director, officer or controlling Person
may become subject, under the 1933 Act or otherwise, to the extent that such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Prospectus Supplement or any amendment or
supplement thereto or in any ABS Filing or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading, to the extent that such untrue statement or alleged
untrue statement or omission or alleged omission relates to information set
forth in the Mortgage Lenders Network Information in the Prospectus Supplement
or ABS Filing, and Mortgage Lenders Network shall in each case reimburse the
Depositor and the Underwriter, as the case may be, and each such director,
officer or controlling Person for any legal or other expenses reasonably
incurred by the Depositor, the Underwriter, and each such director, officer or
controlling Person, in connection with investigating or defending any such
loss, claim, damage, liability or action. Mortgage Lenders Network's liability
under this Section 3.1 shall be in addition to any other liability that
Mortgage Lenders Network may otherwise have.

     (b) The Underwriter agrees to indemnify and hold harmless Mortgage
Lenders Network, each of its directors, each of its officers and each Person,
if any, that controls Mortgage Lenders Network within the meaning of the 1933
Act, against any losses, claims, damages or liabilities to which Mortgage
Lenders Network or any such director, officer or controlling Person may become
subject, under the 1933 Act or otherwise, to the extent that such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in the Prospectus Supplement, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, to the
extent that such untrue statement or alleged untrue statement or omission or
alleged omission relates to written information provided by the Underwriter
specifically for use in connection with the preparation of the Prospectus
Supplement, or (ii) any Computational Materials or ABS Tern Sheets (or
amendments or supplements thereof) furnished to the Depositor by the
Underwriter pursuant to Section 10 or Section 11 of the Underwriting
Agreement, or directly by the Underwriter, to the extent that such materials
were delivered to investors by the Underwriter, and incorporated by reference
in the Prospectus Supplement or the Prospectus or any amendment or supplement
thereof (except that no such indemnity shall be available for any losses,
claims, damages or liabilities, or actions in respect thereof, resulting from
any Pool Error), and the Underwriter shall reimburse Mortgage Lenders Network
and each such director, officer or controlling Person for any legal or other
expenses reasonably incurred by Mortgage Lenders Network and any such
director, officer or controlling Person in connection with investigating or
defending any such loss, claim, damage, liability or action. The Underwriter's
liability under this Section 3.1 shall be in addition to any liability that
the Underwriter may otherwise have. Mortgage Lenders Network and the
Underwriter acknowledge and agree that the information set forth in [[(i) the
first sentence of the penultimate paragraph on the front cover of the
Prospectus Supplement and (ii) in the first sentence of the second and fourth
paragraphs under the caption "Underwriting" in the Prospectus Supplement]]
constitute the only information furnished in writing by the Underwriters for
use in connection with the preparation of the Prospectus Supplement, and the
Underwriters confirm that such statements are correct.

     (c) The Depositor shall indemnify and hold harmless Mortgage Lenders
Network, each of its directors, each of its officers and each Person, if any,
that controls Mortgage Lenders Network within the meaning of the 1933 Act,
against any losses, claims, damages or liabilities to which Mortgage Lenders
Network or any such director, officer or controlling Person may become
subject, under the 1933 Act or otherwise, to the extent that such losses,
claims, damage or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Prospectus Supplement or the Prospectus or any
amendment or supplement thereto, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission does not relate to (i) the Mortgage
Lenders Network Information, (ii) the FSA Information or (iii) the information
covered by subsection (b) above, and the Depositor shall reimburse Mortgage
Lenders Network and each such director, officer or controlling Person for any
legal or other expenses reasonably incurred by Mortgage Lenders Network and
any such director, officer or controlling Person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, that such payment by the Depositor shall not exceed the aggregate
proceeds to the Depositor from the sale of the Offered Notes. The Depositor's
liability under this Section 3.1 shall be in addition to any liability that
the Depositor may otherwise have.

     (d) If the indemnification provided for in this Section 3.1 shall for any
reason be unavailable to an indemnified party under this Section 3.1, then the
party which would otherwise be obligated to indemnify with respect thereto, on
the one hand, and the parties which would otherwise be entitled to be
indemnified, on the other, shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated herein
and incurred by the parties hereto in such proportions that are appropriate to
reflect the relative benefit to the Depositor, the Underwriter and Mortgage
Lenders Network from the issuance and sale of the Offered Certificates or if
such allocation is not permitted by a court of competent jurisdiction, then on
a basis appropriate to also recognize the relative fault of the Depositor, the
Underwriter and Mortgage Lenders Network in connection with the applicable
misstatements or omissions as well as any other relevant equitable
considerations. Notwithstanding the foregoing, no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11 (f) of the 1933 Act) shall
be entitled to contribution from any Person that was not guilty of such
fraudulent misrepresentation. For purposes of this Section 3.1, (i) each
director of a party to this Agreement and each Person, if any, that controls a
party to this Agreement within the meaning of Section 15 of the 1933 Act shall
have the same rights to contribution as such party.

     3.2 Notification; Procedural Matters.

     Promptly after receipt by an indemnified party under Section 3.1 of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party (or if a
claim for contribution is to be made against another party) under Section 3.1
hereof, notify the indemnifying party (or other contributing party) in writing
of the commencement thereof; but the-omission so to notify the indemnifying
party (or other contributing party) shall not relieve it from any liability it
may have to any indemnified party (or to the party requesting contribution)
otherwise than under Section 3.1 hereof. In case any such action is brought
against any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that, by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, the indemnifying party elects to assume the defense
thereof, it may participate (jointly with any other indemnifying party
similarly notified) with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party or
parties shall reasonably have concluded that there may be legal defenses
available to it or them and/or other indemnified parties that are different
from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel
to assert such legal defenses and to otherwise participate in the defense of
such action on behalf of such indemnified party or parties. Upon receipt of
notice from the indemnifying party to such indemnified party of its election
so to assume the defense of such action and approval by the indemnified party
of such counsel, the indemnifying party shall not be liable to such
indemnified party under this paragraph for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed separate counsel
(plus any local counsel) in connection with the assertion of legal defenses in
accordance with the proviso to the immediately preceding sentence, (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party
shall have authorized the employment of counsel for the indemnified party at
the expense of the indemnifying party. No party shall be liable for
contribution with respect to any action or claim settled without its consent,
which shall not be unreasonably withheld. In no event shall the indemnifying
parties be liable for the fees and expenses of more than one counsel (in
addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general
allegations or circumstances.

                                 ARTICLE IV.

                                   GENERAL

     4.1 Payment and Reimbursement of Expenses.

     Mortgage Lenders Network shall:

     (a) pay all expenses of printing all documents relating to the initial
offering;

     (b) pay any expenses for accountants' letters obtained relating to the
Computational Materials and/or ABS Term Sheets (as each are defined in the
Underwriting Agreement ); and

     (c) reimburse the Depositor for any payments (including all out-of-pocket
expenses and reasonable fees and disbursements of counsel) made by them
pursuant to Section 5(f) of the Underwriting Agreement.

     Furthermore, if the sale of the Offered Certificates is not consummated
because any condition to the obligations of the Underwriters set forth in
Section 6 of the Underwriting Agreement is not satisfied or because of any
refusal, inability or failure on the part of Mortgage Lenders Network to
perform any agreement herein or comply with any provision hereof or in the
Mortgage Loan Purchase Agreement other than by reason of a default by the
Underwriter or Depositor, Mortgage Lenders Network will reimburse the
Underwriter upon demand for all out-of-pocket expenses (including reasonable
fees and disbursements of counsel) that shall have been reasonably incurred by
them in connection with the proposed purchase and sale of the Offered
Certificates.

     4.2 Survival.

     This Agreement and the obligations of the parties hereunder shall survive
the purchase and sale of the Offered Certificates.

     4.3 Successors.

     This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers, directors and
controlling Persons referred to in Article III hereof and their respective
successors and assigns, and no other Person shall have any right or obligation
hereunder.

     4.4 Applicable Law.

     This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to principles of conflict
of laws.

     4.5 Miscellaneous.

     Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated except by a writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. This
Agreement may be signed in any number of counterparts, each of which shall be
deemed an original, which taken together shall constitute one and the same
instrument.

     4.6 Notices.

     All communications hereunder shall be in writing and shall be deemed to
have been duly given when delivered to (a) in the case of the Depositor,
Prudential Securities Secured Financing Corporation, One New York Plaza, New
York, New York 10292, Attention: [[ ]]; (b) in the case of Mortgage Lenders
Network, Mortgage Lenders Network USA, Middlesex Corporate Center, 11th Floor,
213 Court Street, Middletown, CT 06457, Attention: Michael Mattera; (c) in the
case of the Underwriter, Prudential Securities Incorporated, One New York
Plaza, New York, New York 10292, Attention: [[      ]].

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized officers as of the date first above written.

                                          PRUDENTIAL SECURITIES SECURED
                                          FINANCING CORPORATION


                                          By:__________________________________
                                             Name:
                                             Title:


                                          MORTGAGE LENDERS NETWORK USA, INC.


                                          By:__________________________________
                                             Name:
                                             Title:


                                          PRUDENTIAL SECURITIES INCORPORATED


                                          By:__________________________________
                                             Name:
                                             Title:


                               ENDORSEMENT NO. 1
                    TO FINANCIAL GUARANTY INSURANCE POLICY

FINANCIAL SECURITY ASSURANCE INC.

TRUST:             Mortgage Lenders Network Home Equity Loan Trust 2000-1,
                   pursuant to the Pooling and Servicing Agreement dated as of
                   April 1, 2000 among Mortgage Lenders Network Home Equity Loan
                   Trust 2000-1, Mortgage Lenders Network USA, Inc. and Norwest
                   Bank Minnesota, National Association

CERTIFICATES:      Mortgage Lenders Network Home Equity Loan Trust 2000-1,
                   Pass-Through Certificates, Series 2000-1, Class A-1, Class
                   A-2, Class A-3, Class A-4 and Class A-5

POLICY NO.:        50925-N

DATE OF ISSUANCE:  April 14, 2000


     1.      Definitions.  For all purposes of this Policy,  the terms
specified below shall have the meanings or  constructions  provided below.
Capitalized  terms used herein and not otherwise  defined herein shall have the
meanings provided in the Pooling and Servicing Agreement unless the context
shall otherwise require.

         "Business Day" means any day other than (i) a Saturday or Sunday or
(ii) a day on which banking institutions in the City of New York, New York,
the States of New York or Minnesota or in the city in which the corporate
trust office of the Trustee is located, are authorized or obligated by law or
executive order to be closed.

         "Guaranteed Distributions" means, with respect to any Distribution
Date, the distribution to be made to the Certificates on such Distribution
Date, in an aggregate amount equal to the sum of (i) the Interest Distribution
Amount and (ii) the amount by which the aggregate of the Class Certificate
Principal Balances of the Offered Certificates exceeds the Aggregate Loan
Balances of the Mortgage Loans, in each case in accordance with the original
terms of the Certificates when issued and without regard to any amendment or
modification of the Certificates or the Pooling and Servicing Agreement which
has not been consented to by Financial Security. Guaranteed Distributions
shall not include, nor shall coverage be provided under this Policy in respect
of any taxes, withholding or other charge imposed by any governmental
authority.

         "Policy" means this Financial Guaranty Insurance Policy and includes
each endorsement thereto.
<PAGE>
Policy No.:  50925-N                        Date of Issuance:  April 14, 2000





         "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of April 1, 2000, by and among Prudential Securities
Secured Financing Corporation as depositor (the "Depositor"), Mortgage Lenders
Network USA, Inc. as Servicer and Seller (the "Company") and Norwest Bank
Minnesota, National Association as trustee (the "Trustee"), as amended from
time to time with the consent of Financial Security.

         "Receipt" and "Received" mean actual delivery to Financial Security
and to the Fiscal Agent (as defined below), if any, prior to 12:00 noon, New
York City time, on a Business Day; delivery either on a day that is not a
Business Day, or after 12:00 noon, New York City time, shall be deemed to be
receipt on the next succeeding Business Day. If any notice or certificate
given hereunder by the Trustee is not in proper form or is not properly
completed, executed or delivered, it shall be deemed not to have been
Received, and Financial Security or its Fiscal Agent shall promptly so advise
the Trustee and the Trustee may submit an amended notice.

         "Term of This Policy" means the period from and including the Date of
Issuance to and including the date on which (i) all the Certificate Principal
Balance of the Class A Certificates is reduced to zero, (ii) any period during
which any payment on the Certificates could have been avoided in whole or in
part as a preference payment under applicable bankruptcy, insolvency,
receivership or similar law shall have expired and (iii) if any proceedings
requisite to avoidance as a preference payment have been commenced prior to
the occurrence of (i) and (ii), a final and nonappealable order in resolution
of each such proceeding has been entered.

         "Trustee" means Norwest Bank Minnesota, National Association, in its
capacity as Trustee under the Pooling and Servicing Agreement and any
successor in such capacity.

         2. Notices and Conditions to Payment in Respect of Guaranteed
Distributions. Following Receipt by Financial Security of a notice and
certificate from the Trustee in the form attached as Exhibit A to this
Endorsement, Financial Security will pay any amount payable hereunder in
respect of Guaranteed Distributions out of the funds of Financial Security on
the later to occur of (a) 12:00 noon, New York City time, on the third
Business Day following such Receipt; and (b) 12:00 noon, New York City time,
on the Distribution Date to which such claim relates. Payments due hereunder
in respect of Guaranteed Distributions will be disbursed to the Trustee by
wire transfer of immediately available funds to the Policy Payments Account
established pursuant to the Pooling and Servicing Agreement.

         Financial Security shall be entitled to pay any amount hereunder in
respect of Guaranteed Distributions, including any acceleration payment,
whether or not any notice and certificate shall have been Received by
Financial Security as provided above; provided, however, that by acceptance of
this Policy the Trustee agrees to provide upon request to Financial Security a
notice and certificate in respect of any such payments made by Financial
Security. Financial Security shall be entitled to pay principal hereunder on
an accelerated basis if Financial Security shall so elect in its sole
discretion, at any time or from time to time, in whole or in part, at an
earlier Distribution Date than provided in the definition of "Guaranteed
Distributions," if such principal would have been payable under the Pooling
and Servicing Agreement were fund sufficient to make such payment available to
the Trustee for such purpose. Financial Security's obligations hereunder in
respect of Guaranteed Distributions shall be discharged to the extent such
amounts are paid by the Depositor in accordance with the Pooling and Servicing
Agreement or disbursed by Financial Security as provided herein whether or not
such funds are properly applied by the Trustee except as otherwise provided in
paragraph 3 of this Endorsement.

          3. Notices and Conditions to Payment in Respect of Guaranteed
Distributions Avoided as Preference Payments. If any Guaranteed Distribution
is avoided as a preference payment under applicable bankruptcy, insolvency,
receivership or similar law, Financial Security will pay such amount out of
the funds of Financial Security on the later of (a) the date when due to be
paid pursuant to the Order referred to below or (b) the first to occur of (i)
the fourth Business Day following Receipt by Financial Security from the
Trustee of (A) a certified copy of the order of the court or other
governmental body which exercised jurisdiction to the effect that the Holder
is required to return principal or interest distributed with respect to the
Certificates during the Term of this Policy because such distributions were
avoidable as preference payments under applicable bankruptcy law (the
"Order"), (B) a certificate of the Holder that the Order has been entered and
is not subject to any stay and (C) an assignment duly executed and delivered
by the Holder, in such form as is reasonably required by Financial Security,
and provided to the Holder by Financial Security, irrevocably assigning to
Financial Security all rights and claims of the Holder relating to or arising
under the Certificates against the debtor which made preference payment or
otherwise with respect to such preference payment or (ii) the date of Receipt
by Financial Security from the Trustee of the items referred to in clauses
(A), (B) and (C) above if, at least four Business Days prior to such date of
Receipt, Financial Security shall have Received written notice from the
Trustee that such items were to be delivered on such date and such date was
specified in such notice. Such payment shall be disbursed to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Order
and not to the Trustee or any Holder directly (unless a Holder has previously
paid such amount to the receiver, conservator, debtor-in-possession or trustee
in bankruptcy named in the Order, in which case such payment shall be
disbursed to the Trustee for distribution to such Holder upon proof of such
payment reasonably satisfactory to Financial Security). In connection with the
foregoing, Financial Security shall have the rights provided pursuant to
Section 4.02(d), 4.02(e) and 9.01 of the Pooling and Servicing Agreement.

         4.  Governing  Law.  This Policy shall be governed by and  construed
in  accordance  with the laws of the State of New York without giving effect to
the conflict of laws principles thereof.

         5.  Fiscal Agent. At any time during the Term of this Policy,
Financial Security may appoint a fiscal agent (the "Fiscal Agent") for
purposes of this Policy by written notice to the Trustee at the notice address
specified in the Pooling and Servicing Agreement specifying the name and
notice address of the Fiscal Agent. From and after the date of receipt of such
notice by the Trustee, (i) copies of all notices and documents required to be
delivered to Financial Security pursuant to this Policy shall be
simultaneously delivered to the Fiscal Agent and to Financial Security and
shall not be deemed Received until Received by both, and (ii) all payments
required to be made by Financial Security under this Policy may be made
directly by Financial Security or by the Fiscal Agent on behalf of Financial
Security. The Fiscal Agent is the agent of Financial Security only and the
Fiscal Agent shall in no event be liable to any Holder for any acts of the
Fiscal Agent or any failure of Financial Security to deposit, or cause to be
deposited, sufficient funds to make payments due under this Policy.

         6.  Waiver of Defense. To the fullest extent permitted by applicable
law, Financial Security agrees not to assert, and hereby waives, for the
benefit of each Holder, all rights (whether by counterclaim, setoff or
otherwise) and defenses (including, without limitation, the defense of fraud),
whether acquired by subrogation, assignment or otherwise, to the extent that
such rights and defenses may be available to Financial Security to avoid
payment of its obligations under this Policy in accordance with the express
provisions of this Policy.

         7.   Notice.   All  notices  to  be  given   hereunder  shall  be  in
writing  (except  as  otherwise specifically  provided  herein) and shall be
mailed by  registered  mail or  personally  delivered or telecopied to
Financial Security as follows:

             Financial Security Assurance Inc.
             350 Park Avenue
             New York, New York 10022
             Attention: Managing Director - Surveillance
             Re:  Mortgage Lenders Network Home Equity Loan Trust 2000-1
             Telecopy No.: (212) 339-3518
             Confirmation: (212) 826-0100

Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trustee.

         8.  Priorities.  In the event any term or provision of the face of
this Policy is  inconsistent  with the provisions of this Endorsement, the
provisions of this Endorsement shall take precedence and shall be binding.

         9.  Exclusions From Insurance Guaranty Funds. This Policy is not
covered by the Property/Casualty Insurance Security Fund specified in Article
76 of the New York Insurance Law. This Policy is not covered by the Florida
Insurance Guaranty Association created under Part II of Chapter 631 of the
Florida Insurance Code. In the event Financial Security were to become
insolvent, any claims arising under this Policy are excluded from coverage by
the California Insurance Guaranty Association, established pursuant to Article
14.2 of Chapter 1 of Part 2 of Division 1 of the California Insurance Code.

         10. Surrender  of  Policy.  The  Trustee  shall  surrender  this
Policy to  Financial  Security  for cancellation upon expiration of the Term
of this Policy.



<PAGE>


IN WITNESS  WHEREOF,  FINANCIAL  SECURITY  ASSURANCE INC. has caused this
Endorsement  No. 1 to be executed by its Authorized Officer.

                                          FINANCIAL SECURITY ASSURANCE INC.




                                           By________________________________
                                                 Authorized Officer


<PAGE>
Policy No.:  50925-N                      Date of Issuance:  April 14, 2000

                                                                 Exhibit A
                                                      To Endorsement No. 1

                        NOTICE OF CLAIM AND CERTIFICATE

Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022

The undersigned, a duly authorized officer of Norwest Bank, Minnesota,
National Association (the "Trustee"), hereby certifies to Financial Security
Assurance Inc. ("Financial Security"), with reference to Financial Guaranty
Insurance Policy No. 50925-N dated April 14, 2000 (the "Policy") issued by
Financial Security in respect of the Mortgage Lenders Network Home Equity Loan
Trust 2000-1, Pass-Through Certificates, Series 2000-1, Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-5 (collectively, the "Certificates"), that:

                  (i)  The Trustee is the Trustee under the Pooling and
         Servicing  Agreement for the Holders.

                  (ii) The sum of all amounts on deposit (or scheduled to be
         on deposit) in the Distribution Account and available for
         distribution to the Holders pursuant to the Pooling and Servicing
         Agreement will be $__________ (the "Shortfall") less than the
         Guaranteed Distributions with respect to the Payment date occurring
         on ___________.

                  (iii) The Trustee is making a claim under the Policy for the
         Shortfall to be applied to the payment of distributions of principal
         or interest or both with respect to the Certificates.

                  (iv) The Trustee agrees that, following receipt of funds
         from Financial Security, it shall (a) hold such amounts in trust and
         apply the same directly to the payment of Guaranteed Distributions on
         the Certificates when due; (b) not apply such funds for any other
         purpose; (c) not commingle such funds with other funds held by the
         Trustee and (d) maintain an accurate record of such payments with
         respect to each Certificate and the corresponding claim on the Policy
         and proceeds thereof and, if the Certificate is required to be
         surrendered and/or presented for such payment, shall stamp on each
         such Certificate the legend "$[insert applicable amount] paid by
         Financial Security and the balance hereof has been cancelled and
         reissued" and then shall deliver such Certificate to Financial
         Security and shall deliver such coupons so paid to Financial
         Security.

                  (v) The Trustee, on behalf of the Holders, hereby assigns to
         Financial Security the rights of the Holders with respect to the
         Certificates to the extent of any payments under the Policy,
         including, without limitation, any amounts due to the Holders in
         respect of securities law violations arising from the offer and sale
         of the Certificates. The foregoing assignment is in addition to, and
         not in limitation of, rights of subrogation otherwise available to
         Financial Security in respect of such payments. The Trustee shall
         take such action and deliver such instruments as may be reasonably
         requested or required by Financial Security to effectuate the purpose
         or provisions of this clause (v).

                  (vi) The Trustee, on its behalf and on behalf of the
         Holders, hereby appoints Financial Security as agent and
         attorney-in-fact for the Trustee and each such Holder in any legal
         proceeding with respect to the Certificates. The Trustee hereby
         agrees that, so long as a Certificate Insurer Default (as defined in
         the Pooling and Servicing Agreement) shall not exist, Financial
         Security may at any time during the continuation of any proceeding by
         or against the Depositor under the United States Bankruptcy Code or
         any other applicable bankruptcy, insolvency, receivership,
         rehabilitation or similar law (an "Insolvency Proceeding") direct all
         matters relating to such Insolvency Proceeding, including without
         limitation, (A) all matters relating to any claim in connection with
         an Insolvency Proceeding seeking the avoidance as a preferential
         transfer of any payment made with respect to the Certificates (a
         "Preference Claim"), (B) the direction of any appeal of any order
         relating to any Preference Claim at the expense of Financial Security
         but subject to reimbursement as provided in the Insurance Agreement
         and (C) the posting of any surety, supersedeas or performance bond
         pending any such appeal. In addition, the Trustee hereby agrees that
         Financial Security shall be subrogated to, and the Trustee on its
         behalf and on behalf of each Holder, hereby delegates and assigns, to
         the fullest extent permitted by law, the rights of the Trustee and
         each Holder in the conduct of any Insolvency Proceeding, including,
         without limitation, all rights of any party to an adversary
         proceeding or action with respect to any court order issued in
         connection with any such Insolvency Proceeding.

                  (vii) Payment should be made by wire transfer directed to
         the Policy Payments Account.

         Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the meanings
provided in the Policy.



<PAGE>

         IN WITNESS  WHEREOF,  the Trustee has executed and delivered  this
Notice of Claim and  Certificate  as of the ____________ day
of ________________, ______.



                                          NORWEST BANK MINNESOTA,
                                          NATIONAL ASSOCIATION



                                          By: ________________________________
                                          Name:
                                          Title:






- ------------------------------------------------------------------------------

For Financial Security or Fiscal Agent Use Only

Wire transfer sent on _______________ By _____________________________________
Confirmation Number_________________________________




<PAGE>
                                              FINANCIAL GUARANTY
                                                INSURANCE POLICY


Trust:   As described in Endorsement No. 1                Policy No.:  50925-N
Certificates:  $211,994,000 Mortgage Lenders        Date of Issuance:  4/14/00
               Network Home Equity Loan
               Trust 2000-1, Pass-Through
               Certificates, Series 2000-1,
               Class A-1, Class A-2, Class A-3,
               Class A-4 and Class A-5

         FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to
the Trustee for the benefit of each Holder, subject only to the terms of this
Policy (which includes each endorsement hereto), the full and complete payment
of Guaranteed Distributions with respect to the Certificates of the Trust
referred to above.

         For the further protection of each Holder, Financial Security
irrevocably and unconditionally guarantees payment of the amount of any
distribution of principal or interest with respect to the Certificates made
during the Term of this Policy to such Holder that is subsequently avoided in
whole or in part as a preference payment under applicable law.

         Payment of any amount required to be paid under this Policy will be
made following receipt by Financial Security of notice as described in
Endorsement No. 1 hereto.

         Financial Security shall be subrogated to the rights of each Holder
to receive distributions with respect to each Certificate held by such Holder
to the extent of any payment by Financial Security hereunder.

         Except to the extent expressly modified by Endorsement No. 1 hereto,
the following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Certificate as indicated on
the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the
Certificate. "Trustee", "Guaranteed Distributions" and "Term of this Policy"
shall have the meanings set forth in Endorsement No. 1 hereto.

         This Policy sets forth in full the undertaking of Financial Security,
and shall not be modified, altered or affected by any other agreement or
instrument, including any modification or amendment thereto. Except to the
extent expressly modified by an endorsement hereto, the premiums paid in
respect of this Policy are nonrefundable for any reason whatsoever. This
Policy may not be canceled or revoked during the Term of this Policy. An
acceleration payment shall not be due under this Policy unless such
acceleration is at the sole option of Financial Security. THIS POLICY IS NOT
COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE
76 OF THE NEW YORK INSURANCE LAW.

         In witness  whereof,  FINANCIAL  SECURITY  ASSURANCE  INC.  has caused
this Policy to be executed on its behalf by its Authorized Officer.

                                    FINANCIAL SECURITY ASSURANCE INC.



                                    By________________________________
                                             AUTHORIZED OFFICER



A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue, New York, N.Y.  10022-6022                    (212) 826-0100
Form 101NY (5/89)






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