Indemnification Agreement

INDEMNIFICATION AGREEMENT


among


FINANCIAL SECURITY ASSURANCE INC.,


ACCESS FINANCIAL LENDING CORP.,


ACCESS FINANCIAL RECEIVABLES CORP.,


PRUDENTIAL SECURITIES INCORPORATED


and


J.P. MORGAN SECURITIES, INC.


Dated as of February 25, 1997


$273,599,000 Access Financial Mortgage Loan Trust 1997-1,
Mortgage Loan Pass-Through Certificates, Series 1997-1


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


TABLE OF CONTENTS
Page


SECTION 1. Definitions...................................................... 1


SECTION 2. Representations, Warranties and
Agreements of Financial Security..................................3


SECTION 3. Representations, Warranties and
Agreements of the Underwriter.....................................6


SECTION 4. Indemnification...................................................7


SECTION 5. Indemnification Procedures........................................8


SECTION 6. Contribution......................................................9


SECTION 7. Miscellaneous....................................................10


EXHIBIT A Opinion of General Counsel


-2-


INDEMNIFICATION AGREEMENT


INDEMNIFICATION AGREEMENT dated as of February 25, 1997, among FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), ACCESS FINANCIAL RECEIVABLES CORP. (the "Transferor"), ACCESS FINANCIAL LENDING CORP. (the "Company"), PRUDENTIAL SECURITIES INCORPORATED ("Prudential") and J.P. MORGAN SECURITIES, INC. ("J.P. Morgan") (each of Prudential and J.P. Morgan, an "Underwriter"):


Section 1. Definitions. For purposes of this Agreement, the following terms shall have the meanings provided below:


"Agreement" means this Indemnification Agreement, as amended from time to
time.


"Company Party" means any of the Company, its parent and subsidiaries and
any shareholder, director, officer, employee, agent or "controlling person"
(as such term is used in the Securities Act) of any of the foregoing.


"Federal Securities Laws" means the Securities Act, the Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of
1940, the Investment Advisers Act of 1940 and the Public Utility Holding
Company Act of 1935, each as amended from time to time, and the rules
regulations in effect from time to time under such Acts.


"Financial Security Agreements" means this Agreement and the Insurance
Agreement.


"Financial Security Information" has the meaning provided in Section 2(g)
hereof.


"Financial Security Party" means any of Financial Security, its parent,
subsidiaries and affiliates, and any shareholder, director, officer,
employee, agent or "controlling person" (as such term is used in the
Securities Act) of any of the foregoing.


"Indemnified Party" means any party entitled to any indemnification
pursuant to Section 4 hereof.


"Indemnifying Party" means any party required to provide indemnification
pursuant to Section 4 hereof.


-3-


"Insurance Agreement" means the Insurance and Indemnity Agreement, dated as
of February 1, 1997, among Financial Security, the Transferor and the
Company.


"Losses" means (a) any actual out-of-pocket damages incurred by the party
entitled to indemnification or contribution hereunder, (b) any actual
out-of-pocket costs or expenses incurred by such party, including
reasonable fees or expenses of its counsel and other expenses incurred in
connection with investigating or defending any claim, action or other
proceeding which entitle such party to be indemnified hereunder (subject to
the limitations set forth in Section 5 hereof), to the extent not paid,
satisfied or reimbursed from funds provided by any other Person other than
an affiliate of such party (provided that the foregoing shall not create or
imply any obligation to pursue recourse against any such other Person),
plus (c) interest on the amount paid by the party entitled to
indemnification or contribution from the date of such payment to the date
of payment by the party who is obligated to indemnify or contribute
hereunder at the statutory rate applicable to judgments for breach of
contract.


"Offering Circular" means the Prospectus Supplement relating to the
Securities dated February 25, 1997.


"Offering Document" means the Offering Circular and any other material or
documents delivered by an Underwriter to any Person in connection with the
offer or sale of the Securities.


"Person" means any individual, partnership, joint venture, corporation,
trust, unincorporated organization or other organization or entity (whether
governmental or private).


"Policy" means the financial guaranty insurance policy delivered by
Financial Security with respect to the Securities.


"Securities" means the Class A Group I Certificates and Class A-5 Group II
Certificates issued pursuant to the Pooling and Servicing Agreement, dated
as of February 1, 1997, among the Company, the Transferor and Chase
Manhattan Bank, as trustee.


"Securities Act" means the Securities Act of 1933, as amended from time to
time.


"Transferor Party" means any of the Transferor, its parent and subsidiaries
and any shareholder, director, officer, employee, agent or "controlling
person" (as such term is used in the Securities Act) of any of the
foregoing.


-4-


"Underwriter Information" has the meaning provided in Section 3(c) hereof.


"Underwriter Party" means either Underwriter, or, with respect to either
Underwriter, the parent, subsidiaries and affiliates thereof and any
shareholder, director, officer, employee, agent or "controlling person" (as
such item is used in the Securities Act) of any of the foregoing.


"Underwriting Agreement" means the Underwriting Agreement between the
Company and the Underwriters in respect of the Securities.


Section 2. Representations, Warranties and Agreements of Financial Security. Financial Security represents, warrants and agrees to and with the other parties hereto as follows:


(a) Organization, Etc. Financial Security is a stock insurance company duly
organized, validly existing and authorized to transact financial guaranty
insurance business under the laws of the State of New York.


(b) Authorization, Etc. The Policy and the Financial Security Agreements
have been duly authorized, executed and delivered by Financial Security.


(c) Validity, Etc. The Policy and the Financial Security Agreements
constitute valid and binding obligations of Financial Security, enforceable
against Financial Security in accordance with their terms, subject, as to
the enforcement of remedies, to bankruptcy, insolvency, reorganization,
rehabilitation, moratorium and other similar laws affecting the
enforceability of creditors' rights generally applicable in the event of
the bankruptcy or insolvency of Financial Security and to the application
of general principles of equity and subject, in the case of this Agreement,
to principles of public policy limiting the right to enforce the
indemnification provisions contained herein.


(d) Exemption From Registration. The Policy is exempt from registration
under the Securities Act.


(e) No Conflicts. Neither the execution or delivery by Financial Security
of the Policy or the Financial Security Agreements, nor the performance by
Financial Security of its obligations thereunder, will conflict with any
provision of the certificate of incorporation or the bylaws of Financial
Security nor result in a breach of, or constitute a default under, any
material agreement or other instrument to which Financial Security is a
party or by which any of its property is bound nor violate any judgment,
order or decree applicable to Financial Security of any governmental or
regulatory body, administrative agency, court or arbitrator having
jurisdiction over Financial Security (except


-5-


that, in the published opinion of the Securities and Exchange Commission,
the indemnification provisions of this Agreement, insofar as they relate to
indemnification for liabilities arising under the Securities Act, are
against public policy as expressed in the Securities Act and are therefore
unenforceable).


(f) Financial Information. The consolidated balance sheets of Financial
Security as of December 31, 1994 and December 31, 1995 and the related
consolidated statements of income, changes in shareholder's equity and cash
flows for the fiscal years then ended and the interim consolidated balance
sheet of Financial Security as of September 30, 1996, and the related
statements of income, changes in shareholder's equity and cash flows for
the interim period then ended, furnished by Financial Security to the
Underwriters, fairly present in all material respects the financial
condition of Financial Security as of such dates and for such periods in
accordance with generally accepted accounting principles consistently
applied (subject as to interim statements to normal year-end adjustments),
and since the date of the most current interim consolidated balance sheet
referred to above there has been no change in the financial condition of
Financial Security which would materially and adversely affect its ability
to perform its obligations under the Policy.


(g) Financial Security Information. The information in the Offering
Circular set forth under the caption "The Certificate Insurance Policy and
the Certificate Insurer--Certificate Insurer" (as revised from time to time
in accordance with the provisions hereof, the "Financial Security
Information") is limited and does not purport to provide the scope of
disclosure required to be included in a prospectus with respect to a
registrant in connection with the offer and sale of securities of such
registrant registered under the Securities Act. Within such limited scope
of d ...