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Exhibit 4.1

SEARS
CREDIT ACCOUNT MASTER TRUST II

MASTER TRUST CERTIFICATES, SERIES 2002-5


This Series of Master Trust Certificates is established
pursuant to Section 6.07 of that certain Pooling and Servicing Agreement dated
as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement"), by and among SRFG, INC. (formerly Sears Receivables Financing
Group, Inc.), a Delaware corporation ("SRFG") as Seller, SEARS,
ROEBUCK AND CO., a New York corporation ("Sears") as Servicer, and THE
BANK OF NEW YORK, a New York banking corporation, as
successor to BANK ONE, NATIONAL ASSOCIATION (formerly The First National Bank of
Chicago) (the "Trustee"). This SERIES TERM SHEET and the ANNEX
attached hereto, by and among SRFG, Sears and the Trustee, constitute the SERIES
SUPPLEMENT (the "Series Supplement") and, together with the Pooling
and Servicing Agreement, establish the Series of Master Trust Certificates to be
known as SEARS CREDIT ACCOUNT MASTER TRUST II, MASTER TRUST CERTIFICATES, SERIES
2002-5.

 


SERIES TERM SHEET


	
      Date of Series Term Sheet
	
      December 3, 2002.

	 	 
	
      Group
	
      One.

	 	 
	
      Series Initial Investor Interest
	
      $961,600,000.

	 	 
	
      Class Initial Investor Interest

      of each Class of Investor Certificates
	
      Class A - $750,000,000.

      Class B - $ 62,500,000.

      Class C - $149,100,000.

	 	 
	
      Type of Structure
	
      Bullet Maturity (Class A and Class B). Controlled Amortizing Structure
      (Class C).

	 	 
	
      Certificate Rates
	
      Class A - LIBOR plus 0.38% per annum calculated on the basis of the
      actual number of days elapsed and a 360-day year.

      Class B - LIBOR plus 1.25% per annum calculated on the basis of the
      actual number of days elapsed and a 360-day year.

      Class C - Initially, 0%; provided, however, that the Seller may
      increase the Certificate Rate pursuant to Section 22.

	 	 
	
      LIBOR Determination Date
	
      The second LIBOR Business Day immediately preceding the commencement of
      an Interest Accrual Period.

	 	 
	
      Embedded Coupon Cap
	
      Class A - Not applicable.

      Class B - Not applicable.

      Class C - Not applicable.

	 	 
	
      Class Coupon Cap
	
      Class A - Not applicable.

      Class B - Not applicable

      Class C - Not applicable.

	 	 
	
      Class Coupon Floor
	
      Class A - Not applicable.

      Class B - Not applicable.

      Class C - Not applicable.

	 	 
	
      Eligible for Interest Rate Swaps
	
      No.

	 	 
	
      Swap Counterparty Payment
	
      Not applicable.

	 	 
	
      Swap Rate
	
      Not applicable.

	 	 
	
      Swap Trust Payment
	
      Not applicable.

	 	 
	
      Series Yield Factor

      Eligible for Series Reserve Fund

      Series Reserve Fund Available Amount
	
      Initially zero, but may be increased pursuant to Section 20.

      Yes.

      Initially, zero, but may be increased pursuant to Section 7.

	 	 
	
      Date from which Interest for First Interest

      Payment Date Shall Accrue
	
      Series Closing Date.

	 	 
	
      Distribution Dates
	
      January 15, 2003 and the 15th day of each calendar month thereafter,
      or, if such day is not a Business Day, the next succeeding Business Day.

	 	 
	
      Interest Payment Dates
	
      The 15th day of each month (or, if such day is not a Business Day, the
      next succeeding Business Day), commencing in January 2003.

	 	 
	
      Principal Payment Date
	
      For the Class C Certificates only, the 15th day of each
      month (or, if such day is not a Business Day, the next succeeding Business
      Day), commencing in January 2006, and each date on which the Class C
      Permitted Controlled Amortization Amount is greater than zero.

	 	 
	
      Class A Expected Final Payment Date
	
      The Distribution Date in November 2005.

	 	 
	
      Class B Expected Final Payment Date
	
      The Distribution Date in December 2005.

	 	 
	
      Class C Expected Final Payment Date
	
      The Distribution Date in February 2006.

	 	 
	
      Series Cut-Off Date
	
      November 30, 2002.

	 	 
	
      Series Closing Date
	
      December 3, 2002.

	 	 
	
      Revolving Period
	
      From but excluding the Series Cut-Off Date to, but excluding, the
      earlier to occur of (i) the Accumulation Commencement Date or (ii) the
      Rapid Amortization Commencement Date.

	 	 
	
      Accumulation Commencement Date
	
      November 1, 2003 (or such later date as the Servicer may elect in
      accordance with Section 19).

	 	 
	
      Controlled Accumulation Period
	
      Unless a Rapid Amortization Event shall have occurred prior thereto,
      the period commencing on the Accumulation Commencement Date and ending on
      the earliest to occur of (x) the payment in full of the Series Invested
      Amount, (y) the Rapid Amortization Commencement Date, and (z) the Series
      Termination Date.

	 	 
	
      Class A Controlled Accumulation Amount

      	
      For each Distribution Date related to the Controlled Accumulation
      Period (A) through and including the Class A Expected Final Payment Date,
      the sum of (x) (i) $31,250,000, if the Servicer has not elected to delay
      commencement of the Controlled Accumulation Period, or (ii) if the
      Servicer elects to delay commencement of the Controlled Accumulation
      Period in accordance with Section 19, the amount designated as the Class A
      Controlled Accumulation Amount for the applicable Distribution Date in the
      Servicer's notice of its election and (y) the Class A Controlled
      Accumulation Amount Shortfall and (B) after the Class A Expected Final
      Payment Date, if the Class A Invested Amount has not been reduced to zero,
      the Class A Controlled Accumulation Amount Shortfall.

	 	 
	
      Class B Controlled Accumulation Amount

      	
      During the Controlled Accumulation Period, (A) (i) on the Class B
      Expected Final Payment Date, $62,500,000 if the Servicer has not elected
      to accelerate the accumulation of Class B principal in accordance with
      Section 19, or (ii) if the Servicer elects to accelerate accumulation of
      Class B principal in accordance with Section 19, on each Distribution Date
      of the Controlled Accumulation Period, the sum of (x) the amount
      designated as the Class B Controlled Accumulation Amount for the
      applicable Distribution Date in the Servicer's notice of its election and
      (y) the Class B Controlled Accumulation Amount Shortfall and (B) after the
      Class B Expected Final Payment Date, if the Class B Invested Amount has
      not been reduced to zero, the Class B Controlled Accumulation Amount
      Shortfall.

	 	 
	
      Class C Controlled Accumulation Amount
	
      Not applicable.

	 	 
	
      Class A Controlled Amortization Amount
	
      Not applicable.

	 	 
	
      Class B Controlled Amortization Amount
	
      Not applicable.

	 	 
	
      Class C Controlled Amortization Amount
	
      For each of the Distribution Dates in January 2006 and February 2006,
      $74,550,000.

	 	 
	
      Type of Credit Enhancement
	
      Class A - Subordination.

      Class B - Subordination.

      Class C - None.

	 	 
	
      Investor Servicing Fee Percentage
	
      2.0% per annum calculated on the basis of a 360-day year of twelve
      30-day months.

	 	 
	
      Series Monthly Servicing Fee Additional Funds Portion Percentage
	
      Not applicable.

	 	 
	
      Amount of Additional Funds
	
      Amount specified in the Assignment of Additional Funds dated as of
      January 30, 1998 between the Seller and the Trustee, but subject to being
      increased pursuant to Section 4.03(e) of the Pooling and Servicing
      Agreement.

	 	 
	
      Eligible for Finance Charge Collections Reallocations to and from other
      Series in the Group
	
      Yes.

	 	 
	
      Eligible for Principal Collections Reallocations to and from other
      Series in the Group
	
      Yes.

	 	 
	
      Eligible for Principal Collections Reallocations from the Seller
	
      Yes.

	 	 
	
      Paired Series
	
      No.

	 	 
	
      Subject to being part of a Paired Series
	
      Yes.

	 	 
	
      Series Termination Date
	
      The business day following the November 2009 Distribution Date.

	 	 
	
      Variable Funded Series
	
      No.

	 	 
	
      Classes, if any, subject to ERISA restrictions

      (as set forth in Section 6.06(a)(ii) of the Pooling and Servicing
      Agreement)
	
      Class B and Class C.

	 	 
	
      Series Pre-Funding Account
	
      Not applicable.

	 	 
	
      Series Pre-Funding Amount
	
      Not applicable.

	 	 
	
      Series Pre-Funding Deadline
	
      Not applicable.

	 	 
	
      Pre-Funding Special Reserve Account
	
      Not applicable.

	 	 
	
      Class A Early Termination Premium
	
      Not applicable.

	 	 
	
      Class B Early Termination Premium
	
      Not applicable.

	 	 
	
      Pre-Funding Special Reserve Required Amount
	
      Not applicable.

	 	 
	
      Class A Investor Certificate
	
      Any one of the certificates executed by the Seller and authenticated by
      the Trustee, substantially in the form of Exhibit A-1.

	 	 
	
      Class B Investor Certificate
	
      Any one of the certificates executed by the Seller and authenticated by
      the Trustee, substantially in the form of Exhibit A-2.

	 	 
	
      Class C Investor Certificate
	
      Any one of the certificates executed by the Seller and authenticated by
      the Trustee, substantially in the form of Exhibit A-3.

	 	 
	
      Initial Record Date
	
      Notwithstanding anything to the contrary in the Pooling and Servicing
      Agreement, the Record Date for the initial Distribution Date shall be the
      Series Closing Date.




 

IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Series Supplement to be duly executed by their respective
officers as of the day and year first above written.



  
	 	
      SRFG, INC.

        as Seller

	 	 
	 	
      By:/s/ George F. Slook

           George F. Slook

           President and Chief Executive Officer

	 	 
	 	 
	 	
      SEARS, ROEBUCK AND CO.

        as Servicer

	 	 
	 	
      By:/s/ Larry R. Raymond

           Larry R. Raymond

           Vice President and Treasurer

	 	 
	 	 
	 	
      The Bank of New York

        as Trustee

	 	 
	 	
      By:/s/ Robert D. Foltz

           Robert D. Foltz

           Agent



  



 

 


ANNEX


In consideration of the mutual agreements herein contained,
each party agrees as follows for the benefit of the other parties and for the
benefit of the Certificateholders:


  
    SECTION 1. Definitions.

    

  


(a) Capitalized terms not otherwise defined in this Series
Supplement (including the Series Term Sheet) shall have the meanings ascribed to
them in the Pooling and Servicing Agreement. Capitalized terms that refer to a
Series or Class refer to the Series or Class of the Series established hereby,
as applicable, unless the context otherwise clearly requires.

(b) The following terms have the definitions set forth below
with respect to the Series established hereby, unless the context otherwise
clearly requires:


  "Accumulation Commencement Date" shall
  have the meaning set forth in the Series Term Sheet.

  "Additional Certificate" shall have the
  meaning specified in Section 21(a).

  "Additional Certificate Date" shall have
  the meaning specified in Section 21(a).

  "Additional Funds," if applicable, shall
  have the meaning set forth in the Series Term Sheet and in the Pooling and
  Servicing Agreement.

  "Base Rate" for each Distribution Date
  shall mean the sum of (A) the weighted average Certificate Rate for all
  Classes in the Series, (B) the Investor Servicing Fee Percentage, and (C) the
  amount of the Class Coupon Floor Payment, if any, divided by the Series
  Invested Amount.

  "Calculation Period," if applicable, shall
  have the meaning specified in the applicable Class Coupon Cap Agreement
  between the Trustee and the Coupon Cap Provider.

  "Certificate Interest" for any Class shall
  mean, for any Distribution Date, the product of (a) the Class Invested Amount
  for such Class for such Distribution Date and (b) a fraction the numerator of
  which is (1) with respect to each Class that has no Subclasses, the
  Certificate Rate for such Class or (2) with respect to each Class that has two
  or more Subclasses, the Class Weighted Average Certificate Rate, and the
  denominator (which may be calculated separately for each Subclass pursuant to
  subsection (x) or (y)) of which is (x) if the relevant Certificate Rate is to
  be calculated on the basis of the actual number of days elapsed and a 360-day
  year, 360 divided by the actual number of days from and including the
  immediately preceding Distribution Date (or, in the case of the first
  Distribution Date, 360 divided by the number of days from and including the
  Series Closing Date to but excluding such Distribution Date (and assuming a
  30-day month)) to but excluding the current Distribution Date or (y) if the
  relevant Certificate Rate is to be calculated on the basis of a 360-day year
  of twelve 30-day months, twelve (or, in the case of the first Distribution
  Date, 360 divided by the number of days from and including the Series Closing
  Date to but excluding such Distribution Date (and assuming a 30-day month)).

  "Certificate Principal" shall mean, with
  respect to each Class, the principal payable in respect of such Class of
  Investor Certificates.






  "Certificate Rate," with respect to any
  Class or Subclass, shall mean the certificate rate set forth in the Series
  Term Sheet with respect to such Class or Subclass, as such rate may be
  adjusted as of the beginning of each Interest Accrual Period, if applicable; provided,
  however, that the Certificate Rate for any Class or Subclass that does not
  have a fixed Certificate Rate shall not exceed the Embedded Coupon Cap, if
  any, for such Class or Subclass.

  "Class A Early Termination Premium," if
  applicable, shall be as set forth in the Series Term Sheet.

  "Class A Early Termination Premium Shortfall,"
  if applicable, for any Distribution Date, shall mean the positive difference,
  if any, between (i) the Class A Early Termination Premium and (ii) the amount
  deposited with respect to the Class A Early Termination Premium pursuant to
  Section 8(b)(16) less amounts previously deposited with respect to the
  Class A Early Termination Premium Shortfall pursuant to Section 8(b)(44),
  8(c)(13) or 8(c)(43). The Class A Early Termination Premium Shortfall
  initially shall be zero.

  "Class Alternative Deficiency Amount"
  shall mean, with respect to each Class, on any Payment Date, the Class
  Deficiency Amount that would have been calculated for such Class on such
  Payment Date if the aggregate unreimbursed Investor Losses on such Payment
  Date equaled zero.

  "Class B Early Termination Premium," if
  applicable, shall be as set forth in the Series Term Sheet.

  "Class B Early Termination Premium Shortfall,"
  if applicable, for any Distribution Date, shall mean the positive difference,
  if any, between (i) the Class B Early Termination Premium and (ii) the amount
  deposited pursuant to Section 8(b)(17) less amounts previously
  deposited with respect to the Class B Early Termination Premium Shortfall
  pursuant to Section 8(b)(45), 8(c)(14) or 8(c)(44). The Class B Early
  Termination Premium Shortfall initially shall be zero.

  "Class B Excess Funding Amount" means an
  amount equal to the product of (i) the Excess Funding Amount (General) and
  (ii) a fraction (a) the numerator of which is the Class B Investor Interest
  and (b) the denominator of which is the Aggregate Investor Interest less
  the sum of the class investor interests for all Seller Retained Classes of
  Series issued before Series 2000-2.

  "Class C Excess Funding Amount" means an
  amount equal to the product of (i) the Excess Funding Amount (General) and
  (ii) a fraction (a) the numerator of which is the Class C Investor Interest
  and (b) the denominator of which is the Aggregate Investor Interest less
  the sum of the class investor interests for all Seller Retained Classes of
  Series issued before Series 2000-2.

  "Class C Permitted Controlled Amortization Amount,"
  if applicable, for any Distribution Date, shall mean (i) during the Revolving
  Period, zero; (ii) during the Controlled Amortization Period or the Controlled
  Accumulation Period, as applicable, if the Seller has received written notice
  from the Rating Agencies that payment of such amount will not result in a
  Ratings Event, an amount equal to the lesser of (I) the sum of (a) the product
  of (x) a fraction the numerator of which is the Class C Initial Investor
  Interest and the denominator of which is the Class A Initial Investor Interest
  and (y) the Class Controlled Amortization Amount or the Class Controlled
  Accumulation Amount for such Distribution Date, as applicable, and (b) the
  Class C Permitted Controlled Amortization Shortfall, if any, and (II) the
  positive difference, if any, between the Class C Investor Interest and 3% of
  the Series Initial Investor Interest (or such lower percentage as the Rating
  Agencies shall permit); and (iii) during the Rapid Amortization Period, zero; provided,
  however, that the Seller may elect, by written notice to the Trustee 



  2




   and
  the Servicer no later than the last Business Day of the related Due Period, to
  reduce the Class C Permitted Controlled Amortization Amount for any
  Distribution Date to zero; and provided, further, that the Class C
  Permitted Controlled Amortization Amount may be increased without the consent
  of the Certificateholders, if the Seller shall have received written notice
  from the Rating Agencies that such an increase will not result in a Ratings
  Event.

  "Class C Permitted Controlled Amortization Amount
  Shortfall," if applicable, with respect to each Distribution Date
  shall have the meaning set forth in Sections 8(b)(48) and 8(c)(49). The Class
  C Permitted Controlled Amortization Amount Shortfall initially shall be zero.

  "Class Controlled Accumulation Amount," if
  applicable, with respect to such Class on any Distribution Date with respect
  to the Controlled Accumulation Period, shall have the meaning set forth in the
  Series Term Sheet.

  "Class Controlled Accumulation Amount Shortfall,"
  if applicable, with respect to each Class and any Distribution Date shall have
  the meaning set forth in Section 8(c)(48), 8(c)(50) or 8(c)(51).

  "Class Controlled Amortization Amount," if
  applicable, with respect to such Class or any Distribution Date with respect
  to the Controlled Amortization Period (and for Class C, with respect to the
  Controlled Accumulation Period), shall mean the sum of (i) the amount set
  forth in the Series Term Sheet with respect to each Class of the Series
  established hereby (reduced for each such Distribution Date pro-rata by the
  aggregate amount paid to such Class pursuant to Section 9(a)(12)) and (ii) any
  existing Class Controlled Amortization Amount Shortfalls for such Class; provided,
  however, that the Class Controlled Amortization Amount shall not be less
  than zero and shall not exceed an amount equal to, with respect to each Class,
  the Class Invested Amount for such Class.

  "Class Controlled Amortization Amount Shortfall,"
  if applicable, with respect to each Class and any Distribution Date shall have
  the meaning set forth in Section 8(c)(48), 8(c)(50) or 8(c)(51).

  "Class Coupon Cap," if applicable, shall
  mean the rate that is specified as such in the Series Term Sheet and in the
  Class Coupon Cap Agreement.

  "Class Coupon Cap Agreement," if
  applicable, shall mean the interest rate cap agreement or other interest rate
  protection for the benefit of the Investor Certificateholders of such Class or
  Subclass, dated on or before the Series Closing Date, between the Trustee,
  acting on behalf of the Trust, and the Coupon Cap Provider, or any successor
  thereto.

  "Class Coupon Cap Payment," if applicable,
  shall mean with respect to any Interest Payment Date, (i) any payment required
  to be made on such Interest Payment Date by the Coupon Cap Provider with
  respect to the Class Coupon Cap Agreement and (ii) any termination payment
  made by the Coupon Cap Provider and not used by the Servicer to obtain a
  replacement Class Coupon Cap Agreement.

  "Class Coupon Floor," if applicable, shall
  mean the rate that is specified as such in the Series Term Sheet and in the
  Class Coupon Floor Agreement.

  "Class Coupon Floor Agreement," if
  applicable, shall mean the interest rate floor agreement, dated on or before
  the Series Closing Date, between the Trustee, acting on behalf of the Trust,
  and the Coupon Floor Purchaser, or any successor thereto.



  3




  "Class Coupon Floor Payment," if
  applicable, shall mean with respect to any Interest Payment Date, any payment
  required to be made on such Interest Payment Date by the Trust with respect to
  the Class Coupon Floor Agreement.

  "Class Coupon Floor Payment Shortfall," if
  applicable, for any Distribution Date, shall mean the positive difference, if
  any, between (i) the sum of the Class Coupon Floor Payments and (ii) the sum
  of (A) the Series Finance Charge Collections allocable to each Coupon Floor
  Purchaser with respect to each Class Coupon Floor Agreement and (B) Series
  Additional Allocable Amounts allocable to each Coupon Floor Purchaser with
  respect to each Class Coupon Floor Agreement, in each case for such
  Distribution Date.

  "Class Cumulative Investor Charged-Off Amount"
  with respect to each Class for any Distribution Date, shall mean the Class
  Cumulative Investor Charged-Off Amount as of the end of the Due Period related
  to the prior Distribution Date, plus the Class Investor Charged-Off
  Amount for such Class for the Due Period related to such Distribution Date; provided,
  however, that the Class Cumulative Investor Charged-Off Amount shall
  further be adjusted in accordance with the successive steps set forth in
  Section 8 on such Distribution Date. The Class Cumulative Investor Charged-Off
  Amount with respect to each Class initially shall be zero.

  "Class Deficiency Amount" shall mean, with
  respect to each Class, on any Payment Date, the amount, if any, by which (a)
  the sum of (i) Certificate Interest for such Class accrued since the
  immediately preceding Payment Date, (ii) if, since the immediately preceding
  Payment Date and prior to the current Payment Date, a Reimbursed Loss Event
  has occurred, the sum of (A) the Reimbursed Loss Interest for such Class for
  each previous Distribution Date since the last Distribution Date on which
  Investor Losses for such Class equaled zero and (B) the Reimbursed Loss
  Interest Gross-up Amount for such Class for each previous Distribution Date
  since the last Distribution Date on which the aggregate amount of unreimbursed
  Investor Losses for such Class equaled zero, (iii) the Class Deficiency Amount
  on the immediately preceding Payment Date, and (iv) the Class Deficiency
  Amount on the immediately preceding Payment Date multiplied by the product of
  (A) a fraction the numerator of which is the weighted average of the
  Certificate Rates or of the Class Weighted Average Certificate Rates, as
  applicable, for such Class for the relevant Due Periods and the denominator of
  which is (x) if the relevant Certificate Rate is to be calculated on the basis
  of the actual number of days elapsed and a 360-day year, 360 divided by the
  actual number of days from and including the immediately preceding
  Distribution Date to but excluding the current Distribution Date or (y) if the
  relevant Certificate Rate is to be calculated on the basis of a 360-day year
  of twelve 30-day months, twelve, and (B) the number of Distribution Dates from
  and including the preceding Payment Date to but excluding the current Payment
  Date exceeds (b) the amount deposited since the immediately preceding Payment
  Date into the Series Interest Funding Account pursuant to Section 8 with
  respect to such Class.

  "Class Expected Final Payment Date" with
  respect to each Class, shall mean the date designated as such in the Series
  Term Sheet.

  "Class Finance Charge Collections" shall
  mean, with respect to any Class, with respect to any day or any Distribution
  Date, an amount equal to the product of (x) the Class Percentage with respect
  to Finance Charge Collections for the related Distribution Date and (y) the
  amount of Finance Charge Collections for such day or for the related Due
  Period, as applicable; provided, however, that Class Finance Charge
  Collections for each Class shall be increased by the lesser of (i) the amount
  of the Class Investment Shortfall for such Class and (ii) an amount equal to
  the product of (a) the total amount of 



  4




   Finance Charge Collections otherwise
  allocable to the Seller for the related Due Period and (b) a fraction the
  numerator of which is the Class Investment Shortfall for such Class and the
  denominator of which is the sum of the Class Investment Shortfalls for all
  Classes of all Series (including the Series established hereby); and provided,
  further, that notwithstanding the foregoing, Class Finance Charge
  Collections for each Class shall not, with respect to any such day or
  Distribution Date during the Controlled Accumulation Period, exceed the amount
  that would be available if the Class Percentage with respect thereto were the
  percentage equivalent of a fraction the numerator of which is the amount of
  the Class Investor Interest on the last day of the Due Period prior to the
  commencement of the Controlled Accumulation Period, and the denominator of
  which is the greater of (i) the amount of Principal Receivables in the Trust
  on the first day of the related Due Period and (ii) the sum of numerators used
  in calculating the components of the Series Percentage with respect to Finance
  Charge Collections for each Series then outstanding (including the Series
  established hereby) as of such day or Distribution Date, as applicable.

  "Class Initial Investor Interest" shall
  mean, with respect to each Class, the aggregate face amount of Investor
  Certificates of such Class initially authenticated and delivered pursuant to
  Section 6 as specified in the Series Term Sheet, plus the aggregate
  face amount of any Additional Certificates authenticated and delivered
  pursuant to Section 21, minus (i) prior amounts paid to such Class
  pursuant to Section 9(a)(12) and (ii) the aggregate face amount of any
  Investor Certificates cancelled pursuant to Section 6.16 of the Pooling and
  Servicing Agreement.

  "Class Invested Amount" shall mean, with
  respect to any Class for any Distribution Date, an amount equal to the Class
  Initial Investor Interest minus the sum of (a) the aggregate amount of
  Certificate Principal paid to the Investor Certificateholders of such Class
  prior to such Distribution Date (without duplication with respect to any
  amounts paid to such Class pursuant to Section 9(a)(12)), (b) the Investor
  Loss for such Class, if any, at the beginning of such Distribution Date and
  (c) the aggregate amount of losses on investments of principal of funds on
  deposit for the benefit of such Class in the Series Principal Funding Account.

  "Class Investment Shortfall" with respect
  to each Class with respect to any Distribution Date during the Controlled
  Accumulation Period, shall mean an amount equal to the positive difference, if
  any, between (i) one-twelfth of the product of (a) with respect to each Class,
  the Certificate Rate for the related Interest Accrual Period, and (b) the
  amount on deposit in the Series Principal Funding Account for the benefit of
  such Class as of the end of the previous Distribution Date and (ii) the income
  from the investment of funds on deposit in the Series Principal Funding
  Account for the related Due Period for the benefit of such Class.

  "Class Investor Charged-Off Amount" shall
  mean, with respect to each Class for any Distribution Date, an amount equal to
  the product of (a) the Charged-Off Amount for such Distribution Date and (b)
  the Class Percentage with respect to the Charged-Off Amount.

  "Class Investor Interest" shall mean, with
  respect to any Class for any Distribution Date, an amount equal to the Class
  Invested Amount for such Class for such Distribution Date minus, if
  applicable, the difference between the aggregate amount on deposit in the
  Series Principal Funding Account for the benefit of such Class, and any
  portion of the amount on deposit in the Series Principal Funding Account for
  the benefit of such Class that represents income from the investments of funds
  on deposit in that account.



  5



   


  "Class Modified Required Amount" with
  respect to any Class on any Distribution Date, shall mean the Class Required
  Amount for such Distribution Date minus the sum of all accrued but
  unpaid Class Monthly Servicing Fees.

  "Class Modified Required Amount Shortfall"
  with respect to any Class on any Distribution Date, shall mean the positive
  difference, if any, between (i) the Class Modified Required Amount and (ii)
  the sum of the (A) Series Finance Charge Collections allocable to such Class
  and (B) Series Additional Allocable Amounts allocable to such Class for such
  Distribution Date. The Class Modified Required Amount Shortfall initially
  shall be zero.

  "Class Monthly Deficiency Amount" with
  respect to any Class on any Distribution Date, shall mean the amount set forth
  in Section 9(a). The Class Monthly Deficiency Amount for each Class initially
  shall be zero.

  "Class Monthly Servicing Fee" with respect
  to any Class for any Distribution Date, shall mean an amount equal to the
  product of (x) a fraction the numerator of which shall be the Class Investor
  Interest and the denominator of which shall be the Series Investor Interest,
  in each case on the first day of the related Due Period (or in the case of the
  first Distribution Date for the Series established hereby, the Series Initial
  Investor Interest) and (y) the amount of the Investor Servicing Fee for the
  related Due Period.

  "Class Percentage" shall mean, with
  respect to any Class with respect to any Distribution Date:

  
    (a) when used with respect to the Charged-Off Amount, the
    percentage equivalent of a fraction the numerator of which shall be the
    amount of the Class Investor Interest minus the Supplemental Cash
    allocable to such Class and the denominator of which shall be the greater of
    (i) the amount of Principal Receivables in the Trust and (ii) the Aggregate
    Investor Interest minus the sum of the (A) Excess Funding Amount
    (General), (B) Excess Funding Amount (SRC) and (C) sum of the series
    pre-funding amounts, if any, for all outstanding Series, in each case on the
    first day of the related Due Period; or

    (b) when used with respect to Principal Collections prior
    to the occurrence of a Rapid Amortization Event, the percentage equivalent
    of a fraction the numerator of which shall be the amount of the Class
    Investor Interest minus the Supplemental Cash allocable to such Class
    on the first day of the related Due Period and the denominator of which
    shall be the greater of (i) the amount of Principal Receivables in the Trust
    on the first day of the related Due Period or (ii) the sum of the numerators
    used in calculating the components of the series percentage with respect to
    Principal Collections for each Series then outstanding (including the Series
    established hereby) as of such Distribution Date; or

    (c) when used with respect to Principal Collections on
    and after the occurrence of a Rapid Amortization Event, the percentage
    equivalent of a fraction the numerator of which shall be the amount of the
    Class Investor Interest minus the Supplemental Cash allocable to such Class
    on the first day of the Due Period in which the Rapid Amortization Event
    occurred, and the denominator of which shall be the greater of (i) the
    amount of Principal Receivables in the Trust on the first day of the related
    Due Period or (ii) the sum of the numerators used in calculating the
    components of the series percentage with respect to Principal Collections
    for each Series then outstanding (including the Series established hereby)
    as of such Distribution Date; or

  

    6

  

  
    (d) when used with respect to Finance Charge Collections
    during the Revolving Period, the Controlled Accumulation Period or the
    Controlled Amortization Period, as applicable, the percentage equivalent of
    a fraction the numerator of which shall be the amount of the Class Investor
    Interest minus the Supplemental Cash allocable to such Class on the
    first day of the related Due Period and the denominator of which shall be
    the greater of (i) the amount of Principal Receivables in the Trust on the
    first day of the related Due Period and (ii) the sum of the numerators used
    in calculating the components of the Series Percentage with respect to
    Finance Charge Collections for each Series then outstanding (including the
    Series established hereby) as of such Distribution Date; or

    (e) when used with respect to Finance Charge Collections
    during the Rapid Amortization Period, on each Distribution Date beginning
    with the Distribution Date related to the Due Period in which such Rapid
    Amortization Event occurs, the percentage equivalent of a fraction the
    numerator of which shall be the amount of the Class Investor Interest minus
    the Supplemental Cash allocable to such Class on the last day of the Due
    Period prior to the occurrence of a Rapid Amortization Event, and the
    denominator of which shall be the greater of (i) the amount of Principal
    Receivables in the Trust on the first day of the related Due Period or (ii)
    the sum of the numerators used in calculating the components of the series
    percentage with respect to Finance Charge Collections for each Series then
    outstanding (including the Series established hereby) as of such
    Distribution Date.

  

  "Class Principal Collections" shall mean,
  with respect to any Class with respect to any day or any Distribution Date, an
  amount equal to the product of (x) the Class Percentage with respect to
  Principal Collections for the related Distribution Date and (y) the amount of
  Principal Collections for such day or for the related Due Period, as
  applicable.

  "Class Rapid Amortization Amount," if
  applicable, with respect to each Class and any Distribution Date during the
  Rapid Amortization Period shall mean the Class Investor Interest.

  "Class Rapid Amortization Amount Shortfall,"
  if applicable, with respect to each Class and any Distribution Date during the
  Rapid Amortization Period shall have the meaning set forth in Section
  8(d)(46), 8(d)(47) or 8(d)(48).

  "Class Required Amount" with respect to
  any Class on any Distribution Date, shall mean the sum of (i) Certificate
  Interest with respect to such Class for such Distribution Date, (ii) the Class
  Monthly Deficiency Amount on the immediately preceding Distribution Date,
  (iii) the Class Deficiency Amount on the immediately preceding Payment Date
  multiplied by a fraction the numerator of which is the weighted average of the
  Certificate Rates or of the Class Weighted Average Certificate Rates, as
  applicable, for such Class plus two percent per annum for each Due
  Period subsequent to the immediately preceding Payment Date and the
  denominator of which is (x) if the relevant Certificate Rate is to be
  calculated on the basis of the actual number of days elapsed and a 360-day
  year, 360 divided by the actual number of days from and including the
  immediately preceding Distribution Date (or, in the case of the first
  Distribution Date, from and including the Series Closing Date) to but
  excluding the current Distribution Date or (y) if the relevant Certificate
  Rate is to be calculated on the basis of a 360-day year of twelve 30-day
  months, twelve (or, in the case of the first Distribution Date, 360 divided by
  the number of days from and including the Series Closing Date), (iv) if on the
  immediately preceding Distribution Date a Reimbursed Loss Event occurred, the
  sum of (A) the Reimbursed Loss Interest for each previous Distribution Date
  since the last Distribution Date on which the aggregate amount of unreimbursed
  Investor Losses for such Class equaled zero, (B) the Reimbursed 



  7




   Loss Interest
  Gross-up Amount for each previous Distribution Date since the last
  Distribution Date on which the aggregate amount of unreimbursed Investor
  Losses for such Class equaled zero and (C) for any Distribution Date following
  the Distribution Date immediately following the Reimbursed Loss Event to and
  including the next Payment Date, the Reimbursed Loss Interest Gross-up Amount
  for such Distribution Date and (v) the sum of all accrued but unpaid Class
  Monthly Servicing Fees.

  "Class Weighted Average Certificate Rate,"
  if applicable, shall mean, for any Class composed of two or more Subclasses,
  for any Distribution Date, the percentage equivalent of a fraction the
  numerator of which is the sum of, for each Subclass of such Class, the product
  of the Class Invested Amount for such Subclass and the Certificate Rate for
  such Subclass for such Distribution Date, and the denominator of which is the
  Class Invested Amount for such Class.

  "Commercial Paper Determination Date," if
  applicable, shall have the meaning set forth in the Series Term Sheet.

  "Commercial Paper Rate," if applicable,
  shall mean, with respect to any Commercial Paper Determination Date, the rate
  equal to the Money Market Yield on such Commercial Paper Determination Date of
  the rate for commercial paper having a maturity of 30 days as published by the
  Board of Governors of the Federal Reserve System in "Statistical Release
  H.15 (519), Selected Interest Rates," or any successor publication, the
  rate for dealers under the heading "Commercial Paper." In the event
  that such rate is not published on such date, then the Commercial Paper Rate
  will be the Money Market Yield on such date of the rate for Commercial Paper
  having a maturity of 30 days as published by the Federal Reserve Bank of New
  York in the daily statistical release "Composite 3:30 p.m. Quotations for
  U.S. Government Securities" ("Composite Quotations") under the
  heading "Commercial Paper." If on such date the rate for commercial
  paper is not yet published in either H.15 (519) or Composite Quotations, the
  Commercial Paper Rate for such date shall be calculated by the Trustee and
  shall be the Money Market Yield of the arithmetic mean (rounded to the nearest
  one-hundredth of a percent, with five hundred one-thousandths of a percent
  rounded upward) of the offered rates, as of 11:00 a.m., New York City time, of
  three leading dealers of commercial paper in New York City selected by the
  Trustee on such date, for commercial paper having a maturity of 30 days placed
  for an industrial issuer whose bond rating is "AA" or the
  equivalent, from either Rating Agency. In the event that such rates are not
  available on such date, then the Commercial Paper Rate shall be the Money
  Market Yield of the rate for commercial paper so provided in a comparable
  source. The Commercial Paper Rate shall be determined by the Trustee. For
  purposes of this definition of Commercial Paper Rate, the term "Money
  Market Yield" shall mean a yield (expressed as a percentage rounded to
  the nearest one-hundredth of a percent, with five hundred one-thousandths of a
  percent rounded upwards) calculated in accordance with the following formula:





	
      Money Market Yield =
	
      D x 360 x 100

	 	
      360 - (D x M)





  
  where "D" refers to the per annum rate for
  commercial paper quoted on a bank discount basis and expressed as a decimal,
  and "M" refers to the actual number of days in the related Interest
  Accrual Period.

  "Controlled Accumulation Period," if
  applicable, shall have the meaning set forth in the Series Term Sheet, subject
  in the case of any Variable Accumulation Series to variation in accordance
  with Section 19 hereof.

  

  8

  



  
  "Controlled Amortization Period," if
  applicable, shall have the meaning set forth in the Series Term Sheet.

  "Counterparty," if any, shall mean the
  counterparty under each Interest Rate Swap.

  "Coupon Cap Provider," if any, shall mean
  the entity listed as such in the Series Term Sheet, in its capacity as obligor
  under the Class Coupon Cap Agreement, or any successor thereto.

  "Coupon Floor Purchaser," if any, shall
  mean the entity listed as such in the Class Coupon Floor Agreement, or any
  successor thereto.

  "Credit Enhancement" shall have the
  meaning set forth in the Series Term Sheet.

  "Determination Date" for any month shall
  mean the second Business Day preceding the Distribution Date for such month.

  "Distribution Date" shall have the meaning
  set forth in the Series Term Sheet.

  "Drawing Date" shall mean the first
  Business Day preceding each Distribution Date.

  "Embedded Coupon Cap," if applicable,
  shall have the meaning set forth in the Series Term Sheet with respect to any
  Class or Subclass.

  "Excess Funding Amount (General)" for any
  Distribution Date shall mean the amount on deposit in the Excess Funding
  Account (General) less investment earnings.

  "Excess Funding Amount (SRC)" for any
  Distribution Date shall mean the amount on deposit in the Excess Funding
  Account (SRC) less investment earnings.

  "Fixed Accumulation Series" shall mean
  each outstanding Series for which the commencement date of the Controlled
  Accumulation Period may not be changed at the option of the Servicer.

  "Funded Third Party Credit Enhancement"
  shall mean any Third Party Credit Enhancement that consists of funds on
  deposit in one or more segregated trust accounts in the corporate trust
  department of an office or branch of a Qualified Trust Institution or an
  Eligible Institution for the benefit of the Investor Certificateholders and,
  if so specified, the Third Party Credit Enhancement Provider, of the Series
  established hereby, including, without limitation, a reserve account or a cash
  collateral account.

  "Group Available Principal Amount" shall
  mean, with respect to each Distribution Date, (i) the amount remaining on
  deposit in the Group Principal Collections Reallocation Account on such
  Distribution Date after all withdrawals have been made from such account for
  the benefit of any Series in the same Group as the Series established hereby
  (including the Series established hereby), but before such amount is withdrawn
  from the Group Principal Collections Reallocation Account and paid to the
  Seller pursuant to Section 8(b)(51), 8(c)(63) or 8(d)(54) minus (ii)
  (x) the amount deposited in the Group Principal Collections Reallocation
  Account pursuant to any provisions similar to Section 8(b)(49) with
  respect to any Series in the Group to which the Series established hereby is a
  member from any Series that has a controlled amortization period or controlled
  accumulation period, as applicable, beginning before the latest Class Expected
  Final Payment Date for the Series established 

  

  9

  



  
   hereby, (y) the amount deposited
  in the Group Principal Collections Reallocation Account pursuant to any
  provisions similar to Section 8(c)(61) with respect to any Series in the Group
  to which the Series established hereby is a member from any Series that has a
  controlled amortization period or controlled accumulation period, as
  applicable, ending before the latest Class Expected Final Payment Date for the
  Series established hereby and (z) the amount deposited in the Group Principal
  Collections Reallocation Account pursuant to any provisions similar to Section
  8(d)(52).

  "Group Excess Funding Amount" shall mean
  an amount equal to the product of (i) the Aggregate Excess Funding Amount and
  (ii) a fraction (a) the numerator of which is the sum of the numerators used
  in calculating the class percentage with respect to the principal collections
  for all Classes of all Series (including the Classes of the Series established
  hereby) in the Group to which the Series established hereby belongs and (b)
  the denominator of which is the sum of the numerators used in calculating the
  Class Percentage with respect to the principal collections for all Classes
  (including the Classes of the Series established hereby) of all outstanding
  Series.

  "Group Finance Charge Collections Reallocation
  Account" shall have the meaning specified in Section 7(b).

  "Group Pre-Funding Reallocation Account,"
  if applicable, shall have the meaning specified in Section 7(b).

  "Group Principal Collections Reallocation Account"
  shall have the meaning specified in Section 7(b).

  "Interest Accrual Period" shall mean, with
  respect to any Interest Payment Date, the period from and including the
  Interest Payment Date immediately preceding such Interest Payment Date (or, in
  the case of the first Interest Payment Date, from and including the Series
  Closing Date) to but excluding such Interest Payment Date.

  "Interest Payment Date" shall mean each
  date designated as such in the Series Term Sheet.

  "Interest Rate Swap," if applicable, shall
  mean each interest rate swap agreement between the Trustee and the
  Counterparty for the benefit of the Investor Certificateholders and any
  replacement or successor interest rate swap agreement.

  "Investor Accounts" shall mean, in
  addition to Investor Accounts established pursuant to the Pooling and
  Servicing Agreement, the Series Collections Account, the Series Principal
  Collections Account, the Series Principal Funding Account, the Series Interest
  Funding Account, the Series Pre-Funding Account (if applicable), the
  Pre-Funding Special Reserve Account (if applicable), the Series Distribution
  Account, the Group Finance Charge Collections Reallocation Account, the Group
  Principal Collections Reallocation Account and the Group Pre-Funding
  Reallocation Account.

  "Investor Charge-Off Loss" with respect to
  each Class shall mean the amount determined pursuant to Section 11(b).

  "Investor Loss" with respect to each
  Class, shall mean the Investor Charge-Off Loss and, in the event the
  Receivables are sold pursuant to Section 12.01(b) or 12.02(c) of the Pooling
  and Servicing 

  

  10

  



  
   Agreement, the amount, if any, by which the Class Investor
  Interest (determined immediately prior to such sale) exceeds the net proceeds
  of such sale payable to such Class.

  "Investor Servicing Fee" shall mean, with
  respect to any Distribution Date, an amount equal to the product of (i) the
  Investor Servicing Fee Percentage and (ii) the Series Investor Interest minus
  the Supplemental Cash allocable to such Series on the first day of the related
  Due Period (or in the case of the first Distribution Date for the Series
  established hereby, the Series Initial Investor Interest less the
  Series Pre-Funding Amount, if any).

  "Investor Servicing Fee Percentage" shall
  mean the percentage identified as such in the Series Term Sheet.

  "LIBOR," if applicable, shall mean, with
  respect to any LIBOR Determination Date, the rate for one-month deposits in
  United States dollars which appears on Telerate Page 3750 as of 11:00 a.m.,
  London time, on such day. If such rate does not appear on Telerate Page 3750,
  the rate will be determined by the Trustee on the basis of the rates at which
  deposits in United States dollars are offered by four major banks in the
  London interbank market, selected by the Trustee, at approximately 11:00 a.m.,
  London time, on such day to prime banks in the London interbank market for a
  period equal to the relevant Interest Accrual Period commencing on that day.
  The Trustee will request the principal London office of each such bank to
  provide a quotation of its rate. If at least two such quotations are provided,
  the rate will be the arithmetic mean of the quotations. If fewer than two
  quotations are provided as requested, the rate for that day will be the
  arithmetic mean of the rates quoted by four major banks in New York City,
  selected by the Trustee, at approximately 11:00 a.m., New York City time, on
  that day for loans in United States dollars to leading European banks for a
  period equal to the relevant Interest Accrual Period commencing on that day.
  If the Trustee is unable to obtain the requested quotations, LIBOR will be the
  rate determined on the prior LIBOR Determination Date.

  "LIBOR Business Day," if applicable, shall
  mean a day other than a Saturday or a Sunday or a day on which banking
  institutions in the City of London, England, in Chicago, Illinois and in New
  York, New York are not required or authorized by law to be closed.

  "LIBOR Determination Date," if applicable,
  shall have the meaning set forth in the Series Term Sheet.

  "Minimum Receivables Trigger" shall mean
  the earliest of (a) the beginning of the Due Period immediately following the
  Due Period related to the Distribution Date during the Controlled Amortization
  Period or the Controlled Accumulation Period, as applicable, with respect to
  the Series established hereby on which the Series Available Principal Amount
  is less than zero; (b) the date on which a Rapid Amortization Event with
  respect to the Series established hereby occurs; or (c) a date selected by the
  Servicer, if any, provided that the Servicer provides notification of
  such date to the Seller, the Trustee, the Third Party Credit Enhancement
  Provider, if any, and the Rating Agencies no later than two Business Days
  prior to such selected date.

  "Minimum Seller Interest," for any day or
  Distribution Date shall mean an amount equal to the positive difference, if
  any, between (i) the Minimum Principal Receivables Balance and (ii) (A) the
  Aggregate Investor Interest minus (B) the sum of (x) the series
  pre-funding amounts, if any, for all outstanding Series, (y) the Excess
  Funding Amount (General) and (z) the Excess Funding Amount (SRC), for such day
  or Distribution Date.

  

  11

  



  
  "Net Adjusted Yield" shall mean, with
  respect to any Distribution Date, the average of the percentages obtained for
  each of the three preceding Due Periods by subtracting the Base Rate from the
  Net Yield for such Due Period.

  "Net Yield" shall mean, with respect to
  any Due Period or any Distribution Date, the annualized percentage equivalent
  of a fraction (a) the numerator of which is the sum of the (i) Series Finance
  Charge Collections, (ii) Series Additional Allocable Amounts (other than Class
  Coupon Cap Payments, if any), (iii) finance charge collections and additional
  allocable amounts, if any, reallocated to the Series established hereby
  pursuant to Sections 8(b)(26-33), 8(c)(23-30) and 8(d)(24-31) minus
  (iv) the Series Investor Charged-Off Amount, and (b) the denominator of which
  is the Series Invested Amount.

  "Paired Series," if applicable, shall have
  the meaning set forth in Section 23.

  "Pre-Funding Covered Amount," if
  applicable, with respect to the Pre-Funding Period will be equal to (A) if the
  Investor Certificates are fixed rate certificates, one-twelfth of the product
  of (i) the Class Weighted Average Certificate Rate and (ii) the amount on
  deposit in the Series Pre-Funding Account, if any, as of the preceding
  Distribution Date or (B) if the Investor Certificates are floating rate
  certificates, the product of (i) a fraction, the numerator of which is 360 and
  the denominator of which is the actual number of days in the interest period,
  (ii) the Class Weighted Average Certificate Rate and (iii) the amount on
  deposit in the Series Pre-Funding Account, if any, as of the preceding
  Distribution Date.

  "Pre-Funding Period," if applicable, shall
  have the meaning set forth in Section 7(g)(3).

  "Pre-Funding Special Reserve Account," if
  applicable, shall have the meaning set forth in Section 7(g)(1).

  "Pre-Funding Special Reserve Amount," if
  applicable, for any Distribution Date shall mean the amount on deposit in the
  Pre-Funding Special Reserve Account for such Distribution Date.

  "Pre-Funding Special Reserve Amount Shortfall,"
  if applicable, shall mean the positive difference, if any between the
  Pre-Funding Special Reserve Required Amount and the Pre-Funding Special
  Reserve Amount.

  "Pre-Funding Special Reserve Required Amount,"
  if applicable, shall have the meaning set forth in the Series Term Sheet.

  "Principal Payment Date," if applicable,
  shall mean each date designated as such in the Series Term Sheet.

  "Purchased Class" shall have the meaning
  specified in Section 22.

  "Qualified Third Party Credit Enhancement Provider,"
  if applicable, shall mean (i) if the Third Party Credit Enhancement is not
  Funded Third Party Credit Enhancement, an institution that meets the Qualified
  Third Party Credit Enhancement Provider rating requirements set forth in the
  Series Term Sheet at the time of the funding of such Third Party Credit
  Enhancement, or (ii) if the Third Party Credit Enhancement is a Funded Credit
  Enhancement, an institution that meets the Qualified Third Party Credit
  Enhancement Provider rating requirements set forth in the Series Term Sheet
  (or, in either subsection (i) or (ii) such lesser requirements as the
  applicable Rating Agency shall allow); provided,  

  

  12

  



  
    however, that in the
  event the Servicer elects to obtain Third Party Credit Enhancement that is not
  Funded Third Party Credit Enhancement and is unable after the exercise of its
  best efforts to obtain from a Qualified Third Party Credit Enhancement
  Provider as so defined such Third Party Credit Enhancement with respect to
  which the representations set forth in Section 10(a) shall be true, the term
  "Qualified Third Party Credit Enhancement Provider" shall mean a
  Person who satisfies such requirements except that its long-term unsecured
  debt rating by any nationally recognized rating agency may be lower than that
  set forth in such requirements, but shall not be lower than the highest credit
  rating of any Person who otherwise satisfies said requirements and from whom
  the Servicer is able to obtain such a Third Party Credit Enhancement.

  "Rapid Amortization Commencement Date"
  shall mean the earlier of the date on which a Rapid Amortization Event is
  deemed to occur pursuant to Section 9.01 of the Pooling and Servicing
  Agreement or pursuant to Section 17 hereof.

  "Rapid Amortization Event" shall mean any
  event specified in Section 9.01 of the Pooling and Servicing Agreement or in
  Section 17 hereof.

  "Rapid Amortization Period" shall mean the
  period from, and including, the Rapid Amortization Commencement Date to, and
  including, the earlier of (i) the date of the final distribution to Investor
  Certificateholders of the Series established hereby or (ii) the Series
  Termination Date. The first Distribution Date of the Rapid Amortization Period
  shall be the Distribution Date in the calendar month following the Rapid
  Amortization Commencement Date.

  "Rating Agency" shall mean Moody's or
  Standard & Poor's. "Rating Agencies" shall mean both
  Moody's and Standard & Poor's.

  "Reimbursed Loss Event" shall mean, with
  respect to each Class, any Distribution Date on which the aggregate amount of
  unreimbursed Investor Losses for such Class is reduced to zero in accordance
  with Section 11(b), provided that if the Class Invested Amounts for all
  Classes senior to such Class have been reduced to zero and such Reimbursed
  Loss Event occurs on such Class's Class Expected Final Payment Date, the
  Reimbursed Loss Event shall be deemed to occur on the current Distribution
  Date for the purposes of calculation of such Class's Modified Required Amount.

  "Reimbursed Loss Interest" shall mean,
  with respect to each Class for any Distribution Date, an amount equal to the
  product of (i) the aggregate amount of Investor Losses that have not been
  reimbursed prior to the commencement of the related Due Period and (ii) a
  fraction the numerator of which is the Certificate Rate or the Class Weighted
  Average Certificate Rate, as applicable, for such Class for the related Due
  Period and the denominator of which is (x) if the relevant Certificate Rate is
  to be calculated on the basis of the actual number of days elapsed and a
  360-day year, 360 divided by the actual number of days from and including the
  immediately preceding Distribution Date to but excluding the current
  Distribution Date or (y) if the relevant Certificate Rate is to be calculated
  on the basis of a 360-day year of twelve 30-day months, twelve.

  "Reimbursed Loss Interest Gross-up Amount"
  shall mean, with respect to each Class for any Distribution Date, an amount
  equal to the product of (i) the positive difference, if any, between the Class
  Alternative Deficiency Amount for the immediately preceding Payment Date and
  the Class Deficiency Amount for the immediately preceding Payment Date and
  (ii) a fraction the numerator of which is the Certificate Rate or the Class
  Weighted Average Certificate Rate, as applicable, for such 

  

  13

  



  
   Class for the
  related Due Period and the denominator of which is (x) if the relevant
  Certificate Rate is to be calculated on the basis of the actual number of days
  elapsed and a 360-day year, 360 divided by the actual number of days from and
  including the immediately preceding Distribution Date to but excluding the
  current Distribution Date or (y) if the relevant Certificate Rate is to be
  calculated on the basis of a 360-day year of twelve 30-day months, twelve.

  "Required Daily Deposit" shall equal zero.

  "Revolving Period" shall have the meaning
  set forth in the Series Term Sheet.

  "Seller Interest Principal" shall mean the
  amount deposited into the Collections Account pursuant to Section 4.03(c) of
  the Pooling and Servicing Agreement.

  "Seller-Owned Class" shall mean any Class,
  all of the Investor Certificates of which are owned by the Seller.

  "Seller-Owned Class Purchase Date" shall
  have the meaning set forth in Section 22.

  "Seller Retained Class," for each Series
  issued prior to Series 2000-2, shall have the meaning specified in the Series
  Supplement for that Series.

  "Series Additional Allocable Amounts," if
  any, shall mean, for any Distribution Date, the sum of the (i) Series Yield
  Collections, (ii) Series Investment Income, (iii) Class Coupon Cap Payment, if
  any, (iv) Series Additional Investor Funds, (v) amounts withdrawn from the
  Pre-Funding Special Reserve Account pursuant to Section 7(g)(3), (vi) the sum
  of the Swap Counterparty Payments, if any, and (vii) amounts withdrawn from
  the Series Reserve Account pursuant to Section 7(h)(3), if any.

  "Series Additional Funds," if applicable,
  shall mean, for any Distribution Date, the Additional Funds deposited into the
  Series Collections Account for the Series established hereby on such
  Distribution Date.

  "Series Additional Investor Funds," if
  applicable, shall mean, for any Distribution Date, the Series Additional
  Funds, if any, that are not applied to the payment of the Investor Servicing
  Fee pursuant to Section 12.

  "Series Aggregate Excess Funding Amount"
  shall mean an amount equal to the lesser of (x) (i) a fraction (a) the
  numerator of which is the Series Investor Interest and (b) the denominator of
  which is the sum of the Series Investor Interests for all outstanding Series
  in the Group to which the Series established hereby is a member multiplied by
  (ii) the Group Excess Funding Amount and (y) (i) a fraction (a) the
  numerator of which is the Series Investor Interest and (b) the denominator of
  which is the sum of the Series Investor Interests for all outstanding Series minus
  the sum of the Class Investor Interest for all Seller Retained Classes for all
  outstanding Series multiplied by (ii) the Excess Funding Amount (General).

  "Series Allocable Investment Amount" shall
  mean, with respect to any Distribution Date, the sum of (i) the product of (a)
  the investment income on funds on deposit in the Collections Account for the
  related Due Period and (b) a fraction the numerator of which is the sum of the
  numerators for all Classes in this Series used in calculating the Class
  Percentage with respect to Finance Charge Collections and 

  

  14

  



  
   the denominator of
  which is the sum of the numerators used in calculating the class percentage
  with respect to Finance Charge Collections for all Classes of all outstanding
  Series and (ii) the product of (x) the investment income on funds on deposit
  in the Group Collections Account for the Group to which the Series established
  hereby is a member for the related Due Period and (y) a fraction the numerator
  of which is the sum of the numerators for all Classes in the Series
  established hereby used in calculating the Class Percentage with respect to
  Finance Charge Collections and the denominator of which is the sum of the
  numerators used in calculating the class percentage with respect to Finance
  Charge Collections for all Classes of all Series in the Group to which the
  Series established hereby is a member.

  "Series Available Principal Amount" shall
  mean, for any Distribution Date, for each Series that is a member of the same
  Group as the Series established hereby (including the Series established
  hereby) that is in its Controlled Amortization Period or Controlled
  Accumulation Period, as applicable, an amount calculated as follows: For each
  such Series, seriatim, beginning with the Series with the largest series
  investor interest as of such Distribution Date (and if more than one Series
  has the same series investor interest on such Distribution Date, beginning
  with whichever of such Series has the longest time remaining in its controlled
  amortization period or controlled accumulation period, as applicable (assuming
  that no rapid amortization event occurs with respect to such Series)), an
  amount equal to (x) the Group Available Principal Amount less (y) the
  difference between the series required principal amount and the amount of such
  Series' controlled amortization amount or controlled accumulation amount, as
  applicable, that was funded on such Distribution Date (including any portion
  of such amount that was funded by amounts withdrawn from the Group Principal
  Collections Reallocation Account pursuant to Sections 8(c)(52-54) or
  equivalent sections, but excluding any portion of such amount that was funded
  by amounts withdrawn from the Collections Account pursuant to Sections
  8(c)(58-60) or equivalent sections). For purposes of calculating the series
  available principal amount for each other such Series, the Group Available
  Principal Amount shall be reduced by the amount calculated in clause (y) above
  for each prior Series for which the series available principal amount was
  calculated.

  "Series Closing Date" shall mean the date
  designated as such in the Series Term Sheet.

  "Series Collections Account" shall have
  the meaning specified in Section 7(a).

  "Series Cut-Off Date" shall mean the last
  day of the Due Period occurring in the month specified in the Series Term
  Sheet.

  "Series Distribution Account" shall have
  the meaning specified in Section 7(a).

  "Series Excess Servicing," for any
  Distribution Date, shall have the meaning set forth in Section 8(b)(18),
  8(c)(15) or 8(d)(16), as applicable, for such Distribution Date.

  "Series Finance Charge Collections" shall
  mean, with respect to any day or any Distribution Date, the sum of the amount
  of Class Finance Charge Collections for each Class of such Series for such day
  or for the related Due Period, as applicable.

  "Series Initial Investor Interest" shall
  mean an amount equal to the sum of the Class Initial Investor Interests for
  all Classes of the Series established hereby.

  "Series Initial Pre-Funding Amount," if
  applicable, shall mean the amount specified in the Series Term Sheet.

  

  15

  



  
  "Series Interest Funding Account" shall
  have the meaning specified in Section 7(d).

  "Series Invested Amount" with respect to
  any Distribution Date, shall mean the sum of the Class Invested Amounts for
  each Class of the Series established hereby on such Distribution Date.

  "Series Investment Income" with respect to
  any Distribution Date, shall mean the sum of (a) the income from the
  investment of funds on deposit in (i) the Series Principal Funding Account,
  (ii) the Series Interest Funding Account, (iii) the Pre-Funding Special
  Reserve Account, if any, and (iv) the Series Pre-Funding Account, if any,
  (b) the income from the investment of funds with respect to the Series
  Aggregate Excess Funding Amount and (c) the Series Allocable Investment
  Amount.

  "Series Investor Charged-Off Amount" shall
  mean an amount equal to the sum of the Class Investor Charged-Off Amounts for
  all Classes of the Series established hereby.

  "Series Investor Interest" with respect to
  any Distribution Date, shall mean the sum of the Class Investor Interests for
  each Class of the Series established hereby on such Distribution Date.

  "Series Minimum Principal Receivables Balance"
  shall mean, with respect to the Series established hereby, on any
  Determination Date, the greater of (i) the Series Investor Interest minus
  Supplemental Cash on such Determination Date, divided by .909, or (ii) if a
  Minimum Receivables Trigger has occurred, the Series Investor Interest as of
  the first day of the Due Period prior to the occurrence of the Minimum
  Receivables Trigger minus the following:

  
    (a) Supplemental Cash as of the first day of the Due
    Period prior to the occurrence of the Minimum Receivables Trigger; and

    (b) the series investor interest (less supplemental cash)
    of any new Series issued after the date of such Minimum Receivables Trigger
    in the Group to which the Series established hereby belongs; provided that
    the controlled accumulation period or controlled amortization period, as
    applicable, for such new Series commences after the latest Class Expected
    Final Payment Date for any Class of the Series established hereby. The
    series investor interest for a new Series used in this clause (b) shall be
    as adjusted to deduct any portion of such series investor interest used, in
    the discretion of the Servicer, to determine the series minimum principal
    receivables balance for any other Series in the Group to which the Series
    established hereby belongs.

  

  The Seller may, upon 30 days' prior notice to the Trustee,
  the Rating Agencies and the Third Party Credit Enhancement Provider, if any,
  reduce the Series Minimum Principal Receivables Balance by increasing the
  divisor set forth above, subject to the condition that the Seller shall have
  been notified by the Rating Agencies that such reduction would not result in a
  Ratings Event for any Series then outstanding; and provided, further,
  that the divisor used in the calculation of Series Minimum Principal
  Receivables Balance may not be increased to more than .980.

  "Series Monthly Servicing Fee" shall mean,
  with respect to any Distribution Date, the sum of the Class Monthly Servicing
  Fees for each Class of the Series established hereby on such Distribution
  Date.

  "Series Monthly Servicing Fee Additional Funds
  Portion," if applicable, shall mean the product of (i) the Series
  Monthly Servicing Fee Additional Funds Portion Percentage and (ii) Series
  Investor Interest minus the Supplemental Cash allocable to such Series
  on the first day of the related Due Period 

  

  16

  



  
   (or in the case of the first
  Distribution Date for the Series established hereby, the Series Initial
  Investor Interest less the Series Pre-Funding Amount, if any).

  "Series Monthly Servicing Fee Additional Funds
  Portion Percentage," if applicable, shall mean the percentage set
  forth in the Series Term Sheet.

  "Series Monthly Servicing Fee Additional Funds
  Portion Shortfall," if applicable, shall have the meaning set forth
  in Section 8(b)(6), 8(c)(4) or 8(d)(7).

  "Series Percentage" shall mean, with
  respect to any specified category, with respect to any Distribution Date, the
  sum of the Class Percentages with respect to such category for each Class of
  the Series established hereby on such Distribution Date.

  "Series Pre-Funding Account" shall have
  the meaning specified in Section 7(f).

  "Series Pre-Funding Amount," if
  applicable, for any Distribution Date shall mean the principal amount on
  deposit in the Series Pre-Funding Account for such Distribution Date.

  "Series Pre-Funding Deadline," if
  applicable, shall mean the date set forth in the Series Term Sheet.

  "Series Principal Collections" shall mean,
  with respect to any day or any Distribution Date, the sum of the amount of
  Class Principal Collections for each Class of the Series established hereby
  for such day or for the related Due Period, as applicable.

  "Series Principal Collections Account"
  shall have the meaning specified in Section 7(a).

  "Series Principal Funding Account" shall
  mean the Series Principal Funding Account established pursuant to Section
  7(c). Amounts "on deposit in" the Series Principal Funding Account
  shall be deemed to be on deposit for the benefit of (i) the Class A
  Certificateholders for the period up to and including the earlier of the (a)
  Class A Expected Final Payment Date or (b) the date on which the Class A
  Invested Amount is paid in full, (ii) the Class B Certificateholders for the
  period beginning immediately after the date specified in subsection (i) and
  ending on the earlier of (a) the Class B Expected Final Payment Date and (b)
  the date the Class B Invested Amount is paid in full and (iii) the Class C
  Certificateholders for the period beginning immediately after the date
  specified in subsection (ii) and ending on the earlier of (a) the Class C
  Expected Final Payment Date and (b) the date on which the Class C Invested
  Amount is paid in full. Amounts "on deposit in" the Series Principal
  Funding Account shall be deemed to include amounts invested in Permitted
  Investments pursuant to Section 7(c) unless the context clearly requires
  otherwise.

  
  "Series Reserve Account," if applicable,
  shall have the meaning specified in Section 7(h)(1).

  
  "Series Reserve Fund Monthly Deposit Amount,"
  if applicable, shall be the amount to be deposited into the Series Reserve
  Account on a specified Distribution Date in accordance with Section 7(h)(2).

  
  "Series Reserve Fund Available Amount," if
  applicable, shall have the meaning specified in Section 7(h)(2).

  

  17





  
  "Series Required Principal Amount" shall
  mean, with respect to each Distribution Date, with respect to each Series that
  is a member of the same Group as the Series established hereby (including the
  Series established hereby) that is in its controlled amortization period or
  controlled accumulation period, as applicable, the product of (x) 1.20 and (y)
  the Class Controlled Amortization Amount or the Class Controlled Accumulation
  Amount, as applicable, for such Series for each such Distribution Date.

  "Series Term Sheet" shall mean the Series
  Term Sheet setting forth the terms of the Series of Investor Certificates
  issued hereby, to which this Annex is attached.

  "Series Termination Date" shall mean the
  date designated as such in the Series Term Sheet.

  "Series Yield Collections" shall mean,
  with respect to any day or any Distribution Date, as applicable, an amount
  equal to the product of the Series Yield Factor and the amount of Series
  Principal Collections for such day or the related Due Period, as applicable.

  "Series Yield Factor" shall mean the
  number identified as such in the Series Term Sheet, as such number may be
  changed from time to time pursuant to Section 20.

  "Special Payment Date" shall mean each
  Distribution Date with respect to the Rapid Amortization Period, including the
  Distribution Dates with respect to each Class Expected Final Payment Date, and
  all Distribution Dates after any Class Expected Final Payment Date (in either
  the Controlled Accumulation Period or the Rapid Amortization Period) if the
  Class Invested Amount has not been reduced to zero on or before such Class
  Expected Final Payment Date.

  "Subclass" with respect to any Class shall
  mean, if applicable, each portion of such Class that has a different
  Certificate Rate or method of calculating its Certificate Rate.

  "Subordinate Class or Classes" shall mean,
  with respect to any Class or Classes, the Class or Classes, if any, identified
  by the letter or letters of the alphabet succeeding the letter designating
  such Class or Classes (e.g., the Subordinate Classes with respect to
  Class A are Class B and Class C).

  "Subordinate Series" shall mean any Series
  that is subordinated in right of payment, in whole or in part, pursuant to the
  Series Supplement with respect to such Series, to the Series established
  hereby.

  "Substitute Index," if applicable, shall
  have the meaning specified in Section 13.

  "Substitute Index Determination Date," if
  applicable, shall have the meaning set forth in the Series Term Sheet.

  "Supplemental Cash" for any Distribution
  Date shall mean an amount equal to the sum of the Series Pre-Funding Amount
  and the Series Aggregate Excess Funding Amount for such Distribution Date. For
  purposes of this Series Supplement, allocations of Supplemental Cash for any
  Class shall be made according to the following calculation: the product of (a)
  the Supplemental Cash and (b) a fraction the numerator of which is the Class
  Investor Interest for such Class and the denominator of which is the Series
  Investor Interest.

  "Swap Counterparty Payment," if
  applicable, for any Distribution Date, shall have the meaning specified in the
  Series Term Sheet.

  

  18

  



  
  "Swap Date," if applicable, shall mean,
  with respect to any Interest Rate Swap, the date on which such Interest Rate
  Swap becomes effective.

  "Swap Notional Amount," if applicable,
  with respect to any Interest Rate Swap, shall mean the notional amount
  specified in such Interest Rate Swaps, provided, however, that the sum
  of the Swap Notional Amounts for all Interest Rate Swaps on any Distribution
  Date shall not exceed the sum of the Class A Invested Amount and the Class B
  Invested Amount on such Distribution Date.

  "Swap Rate," if applicable, with respect
  to any Interest Rate Swap, shall have the meaning specified in the Series Term
  Sheet.

  "Swap Trust Payment," if applicable, for
  any Distribution Date, shall have the meaning specified in the Series Term
  Sheet.

  "Swap Trust Payment Shortfall," if
  applicable, for any Distribution Date, shall mean the positive difference, if
  any, between (i) the sum of the Swap Trust Payments and (ii) the sum of (A)
  the Series Finance Charge Collections allocable to each Counterparty with
  respect to each Interest Rate Swap and (B) Series Additional Allocable Amounts
  allocable to each Counterparty with respect to each Interest Rate Swap, in
  each case for such Distribution Date.

  "Telerate Page 3750," if applicable, shall
  mean the display page so designated on Moneyline Telerate Inc. Service (or
  such other page as may replace that page on that service for the purpose of
  displaying comparable rates or prices).

  "Third Party Credit Enhancement," if
  applicable, shall mean any credit enhancement obtained by the Servicer in
  accordance with Section 10.

  "Third Party Credit Enhancement Account,"
  if applicable, shall have the meaning specified in Section 7(e).

  "Third Party Credit Enhancement Agreement,"
  if applicable, shall mean the Agreement among the Seller, the Servicer, the
  Trustee and the Third Party Credit Enhancement Provider with respect to the
  Third Party Credit Enhancement.

  "Third Party Credit Enhancement Amount,"
  if applicable, shall mean the amount on deposit in the Third Party Credit
  Enhancement Account as set forth in the Series Term Sheet.

  "Third Party Credit Enhancement Drawing,"
  if applicable, shall mean any drawing made under the Third Party Credit
  Enhancement.

  "Third Party Credit Enhancement Fee," if
  applicable, shall mean, on any Distribution Date, the sum of all fees, costs
  and interest payable to the Third Party Credit Enhancement Provider or the
  Trustee as administrator of the Third Party Credit Enhancement for the related
  Due Period pursuant to the Third Party Credit Enhancement Agreement.

  "Third Party Credit Enhancement Provider,"
  if applicable, shall have the meaning set forth in the Series Term Sheet.

  

  19

  



  
  "Total Available Third Party Credit Enhancement
  Amount," if applicable, shall mean the amount set forth as such in
  the Third Party Credit Enhancement Agreement.

  "Variable Accumulation Series" shall mean
  each outstanding Series that is not a Fixed Accumulation Series.

  

  SECTION 2. Subordination.

  
  
  (a) Subordination of Certain Classes.

  
    (i) The Holders of each Class B Investor Certificate, by
    their acceptance of such Investor Certificate, hereby subordinate, for the
    benefit of the Holders of Class A Investor Certificates, to the extent and
    in the manner set forth in Section 8, all of such Investor
    Certificateholders' right, title and interest in and to future distributions
    due on such Holders' Investor Certificates.

    (ii) The Holders of each Class C Investor Certificate, by
    their acceptance of such Investor Certificate, hereby subordinate, for the
    benefit of the Holders of Class A Investor Certificates and the Class B
    Investor Certificates, to the extent and in the manner set forth in Section
    8, all of such Investor Certificateholders' right, title and interest in and
    to future distributions due on such Holders' Investor Certificates.

  

  (b) No Subordination of Series. The Investor
  Certificates of the Series established hereby shall not be subordinated in
  right of payment to any other Series, whether currently outstanding or to be
  issued in the future. One or more other Series, however, may be subordinated
  in right of payment to the Series established hereby, although the Seller
  shall have no obligation to issue such a Subordinate Series. If any
  Subordinate Series is issued, such Subordinate Series shall be subordinate in
  right of payment to the Series established hereby only to the extent set forth
  in the Series Supplement with respect to such Subordinate Series.

  

  SECTION 3. Representations and Warranties of the Seller. The
  representations and warranties of the Seller contained in Section 2.04 of the
  Pooling and Servicing Agreement and the corresponding sections of any
  Assignment are true on and as of the date hereof and/or the date set forth in
  the Pooling and Servicing Agreement, as applicable. The Seller also represents
  and warrants to the Trust as of the date hereof that the execution, delivery
  and performance of this Series Supplement by the Seller have been duly
  authorized by all necessary corporate action, do not require any approval or
  consent of any governmental agency or authority, do not and will not conflict
  with any material provision of the Certificate of Incorporation or By-Laws of
  the Seller, do not and will not conflict with, or result in a breach that
  would constitute a material default under, any agreement for borrowed money
  binding upon or applicable to it or such of its property that is material to
  it, or, to the best of the Seller's knowledge, any law or governmental
  regulation or court decree applicable to it or such material property, and
  this Series Supplement is the valid, binding and enforceable obligation of the
  Seller, except as the same may be limited by receivership, insolvency,
  reorganization, moratorium or similar laws now or hereafter in effect relating
  to creditors' rights generally or general principles of equity (whether
  considered in a proceeding at law or in equity) and the discretion of the
  court before which any proceeding therefor may be brought.

  SECTION 4. Representations and Warranties of the
  Servicer. The representations and warranties of the Servicer contained in
  Section 3.03 of the Pooling and Servicing Agreement are true on and as of the
  date hereof. The Servicer also represents and warrants to the Trust as of the
  date hereof that the execution, 

  20

  

   delivery and performance of this Series
  Supplement by the Servicer have been duly authorized by all necessary
  corporate action, do not require any approval or consent of any governmental
  agency or authority, do not and will not conflict with any material provision
  of the Certificate of Incorporation or By-Laws of the Servicer, do not and
  will not conflict with, or result in a breach that would constitute a material
  default under, any agreement for borrowed money binding upon or applicable to
  it or such of its property that is material to it, or, to the best of the
  Servicer's knowledge, any law or governmental regulation or court decree
  applicable to it or such material property, and this Series Supplement is the
  valid, binding and enforceable obligation of the Servicer, except as the same
  may be limited by receivership, insolvency, reorganization, moratorium or
  similar laws now or hereafter in effect relating to creditors' rights
  generally or general principles of equity (whether considered in a proceeding
  at law or in equity) and the discretion of the court before which any
  proceeding therefor may be brought.

  SECTION 5. Representations and Warranties of the
  Trustee. The representations and warranties of the Trustee contained in
  Section 11.15 of the Pooling and Servicing Agreement are true on and as of the
  date hereof. The Trustee also represents and warrants as of the date hereof
  that the Trustee has full power, authority and right to execute, deliver and
  perform this Series Supplement, and has taken all necessary action to
  authorize the execution, delivery and performance by it of this Series
  Supplement, and this Series Supplement has been duly executed and delivered by
  the Trustee.

  SECTION 6. Authentication of Certificates. Pursuant
  to the request of the Seller, the Trustee shall cause Investor Certificates in
  authorized denominations evidencing the Series established hereby to be duly
  authenticated and delivered as of the Series Closing Date to or upon the order
  of the Seller pursuant to Section 6.05 of the Pooling and Servicing Agreement.

  SECTION 7. Establishment and Administration of Investor
  Accounts and the Third Party Credit Enhancement Account.

  
    (a) The Series Distribution Account, the Series
    Collections Account and the Series Principal Collections Account. The
    Trustee, for the benefit of the Certificateholders of this Series, shall
    establish or maintain or cause to be established and maintained in the name
    of the Trust, either (i) three non-interest bearing segregated trust
    accounts with the corporate trust department of an office or branch of a
    Qualified Trust Institution or (ii) three non-interest bearing segregated
    demand deposit accounts at an Eligible Institution (the "Series
    Distribution Account," the "Series Collections Account" and
    the "Series Principal Collections Account"), each bearing a
    designation clearly indicating that the funds deposited therein are held for
    the benefit of the Certificateholders of this Series. The Trust shall
    possess all right, title and interest in all funds on deposit in the Series
    Distribution Account, the Series Collections Account and the Series
    Principal Collections Account. Pursuant to authority granted to it under
    Section 3.01(b) of the Pooling and Servicing Agreement, the Servicer shall
    have the revocable power to instruct the Trustee to withdraw funds from the
    Series Distribution Account, the Series Collections Account and the Series
    Principal Collections Account for the purpose of carrying out the duties of
    the Servicer hereunder. The Servicer at all times shall maintain accurate
    records reflecting each transaction in the Series Distribution Account, the
    Series Collections Account and the Series Principal Collections Account. The
    Paying Agent also shall have the revocable authority to make withdrawals
    from the Series Distribution Account.

    (b) Reallocation Accounts. The Trustee, for the
    benefit of the Certificateholders, shall establish and maintain or cause to
    be established and maintained in the name of the Trust, either (i) three
    non-interest bearing segregated trust accounts with the corporate trust
    department of an office or branch of a 

  

    21

  

  
     Qualified Trust Institution or (ii)
    three non-interest bearing segregated demand deposit accounts at an Eligible
    Institution, for the Group to which the Series established hereby belongs
    (the "Group Finance Charge Collections Reallocation Account," the
    "Group Principal Collections Reallocation Account" and the
    "Group Pre-Funding Reallocation Account," if applicable,
    collectively, the "Reallocation Accounts"), each bearing a
    designation clearly indicating that the funds deposited therein are held for
    the benefit of the Certificateholders. The Trust shall possess all right,
    title and interest in all funds on deposit from time to time in the
    Reallocation Accounts and in all proceeds thereof. Pursuant to authority
    granted to it under Section 3.01(b) of the Pooling and Servicing Agreement,
    the Servicer shall have the revocable power to instruct the Trustee to
    withdraw funds from the Reallocation Accounts for the purpose of carrying
    out the duties of the Servicer hereunder. The Servicer at all times shall
    maintain accurate records reflecting each transaction in each of the
    Reallocation Accounts.

    (c) The Series Principal Funding Account.

    
      
        (1) The Trustee, for the benefit of the
        Certificateholders of this Series, shall establish and maintain or cause
        to be established and maintained in the name of the Trust, either (i) a
        non-interest bearing segregated trust account with the corporate trust
        department of an office or branch of a Qualified Trust Institution or
        (ii) a non-interest bearing segregated demand deposit account at an
        Eligible Institution (the "Series Principal Funding Account"),
        bearing a designation clearly indicating that the funds deposited
        therein are held for the benefit of the Certificateholders of this
        Series. The Trust shall possess all right, title and interest in all
        funds on deposit from time to time in the Series Principal Funding
        Account and in all proceeds thereof. The Series Principal Funding
        Account shall be under the sole dominion and control of the Trustee for
        the benefit of the Certificateholders of this Series. Pursuant to
        authority granted to it under Section 3.01(b) of the Pooling and
        Servicing Agreement, the Servicer shall have the revocable power to
        instruct the Trustee to withdraw funds from the Series Principal Funding
        Account for the purpose of carrying out the duties of the Servicer
        hereunder. Any funds on deposit in the Series Principal Funding Account
        for more than one Business Day shall be invested in Permitted
        Investments under Section 4.02(c) of the Pooling and Servicing
        Agreement. The Servicer at all times shall maintain accurate records
        reflecting each transaction in the Series Principal Funding Account. The
        Paying Agent also shall have the revocable authority to make withdrawals
        from the Series Principal Funding Account.

        (2) On or before each Distribution Date with respect
        to the Controlled Accumulation Period and the Rapid Amortization Period,
        if any, a withdrawal will be made from the Series Principal Funding
        Account in an amount equal to the income from the investment of funds on
        deposit in the Series Principal Funding Account. Such amount withdrawn
        shall be deposited into the Series Collections Account and shall be
        treated as a "Series Additional Allocable Amount."

      

    

    (d) The Series Interest Funding Account. The
    Trustee, for the benefit of the Certificateholders of this Series, shall
    establish and maintain or cause to be established and maintained in the name
    of the Trust, either (i) a non-interest bearing segregated trust account in
    the corporate trust department of an office or branch of a Qualified Trust
    Institution or (ii) a non-interest bearing segregated demand deposit account
    at an Eligible Institution (the "Series Interest Funding
    Account"), bearing a designation clearly indicating that the funds
    deposited therein are held for the benefit of the Certificateholders of this
    Series. The Trust shall possess all right, title and interest in all funds
    on deposit from time to time in the Series Interest Funding Account and in
    all proceeds thereof. Pursuant to authority granted to it under 

  

    22

  

  
     Section
    3.01(b) of the Pooling and Servicing Agreement, the Servicer shall have the
    revocable power to instruct the Trustee to withdraw funds from the Series
    Interest Funding Account for the purpose of carrying out the duties of the
    Servicer hereunder. The Servicer at all times shall maintain accurate
    records reflecting each transaction in the Series Interest Funding Account.
    The Paying Agent shall also have the revocable authority to make withdrawals
    from the Series Interest Funding Account.

    (e) The Third Party Credit Enhancement Account.

    
      (1) If the Third Party Credit Enhancement is Funded
      Third Party Credit Enhancement, the Servicer, for the benefit of the
      Certificateholders of this Series and the Third Party Credit Enhancement
      Provider, shall establish and maintain or cause to be established and
      maintained in the name of the Trust, either (i) a non-interest bearing
      segregated trust account with the corporate trust department of an office
      or branch of a Qualified Trust Institution or (ii) a non-interest bearing
      segregated demand deposit account at an Eligible Institution (the
      "Third Party Credit Enhancement Account"), bearing a designation
      clearly indicating that the funds deposited therein are held for the
      benefit of the Certificateholders of this Series and the Third Party
      Credit Enhancement Provider. The Trust shall possess all right, title and
      interest in all funds on deposit from time to time in the Third Party
      Credit Enhancement Account and in all proceeds thereof. The Third Party
      Credit Enhancement Account shall be under the sole dominion and control of
      the Trustee as the administrator of the Third Party Credit Enhancement for
      the benefit of the Certificateholders of this Series and the Third Party
      Credit Enhancement Provider. The interest of the Third Party Credit
      Enhancement Provider in the Third Party Credit Enhancement Account shall
      be subordinated to the interests of the Certificateholders of this Series
      to the extent provided herein and in the Third Party Credit Enhancement
      Agreement. The Third Party Credit Enhancement Provider shall not be
      entitled to reimbursement from the assets of the Trust for any withdrawals
      from the Third Party Credit Enhancement Account except as specifically
      provided in this Series Supplement. Pursuant to authority granted to it
      under Section 3.01(b) of the Pooling and Servicing Agreement, the Servicer
      shall have the revocable power to instruct the Trustee to withdraw funds
      from the Third Party Credit Enhancement Account for the purpose of
      carrying out the duties of the Servicer hereunder. Any funds on deposit in
      the Third Party Credit Enhancement Account for more than one Business Day
      shall be invested in Permitted Investments under Section 4.02(c) of the
      Pooling and Servicing Agreement. The Servicer at all times shall maintain
      accurate records reflecting each transaction in the Third Party Credit
      Enhancement Account. The Paying Agent also shall have the revocable
      authority to make withdrawals from the Third Party Credit Enhancement
      Account.

      (2) On each Distribution Date, all interest and
      investment earnings (net of losses and investment expenses) accrued since
      the preceding Distribution Date on funds on deposit in the Third Party
      Credit Enhancement Account shall be paid to the Trustee as administrator
      of the Third Party Credit Enhancement for application in accordance with
      the provisions of the Third Party Credit Enhancement Agreement. For
      purposes of determining the availability of funds or the balances in the
      Third Party Credit Enhancement Account, all such investment earnings on
      such funds shall be deemed not to be available or on deposit. If, on any
      Distribution Date, after giving effect to all other deposits to and
      withdrawals from the Third Party Credit Enhancement Account as of such
      Distribution Date, the amount on deposit in the Third Party Credit
      Enhancement Account is greater than the maximum credit enhancement amount
      provided by the related Third Party Credit Enhancement Agreement, then the
      excess representing such amount shall be withdrawn from the Third Party
      Credit Enhancement Account and paid to the Trustee as administrator of the
      Third

    

  

      23

  

  
    
       Party Credit Enhancement for application in accordance with the
      provisions of the Third Party Credit Enhancement Agreement.

      (3) Upon the earliest to occur of (i) the termination
      of the Trust, (ii) the Series Termination Date or (iii) the day on which
      the Class Invested Amount for each Class of the Series established hereby
      is paid in full, and after payment of all amounts to be paid on such day
      from the Third Party Credit Enhancement Account to or for the benefit of
      Investor Certificateholders of the Series established hereby, all amounts
      remaining on deposit in the Third Party Credit Enhancement Account shall
      be withdrawn from such account and paid to the Trustee as administrator of
      the Third Party Credit Enhancement for application in accordance with the
      provisions of the Third Party Credit Enhancement Agreement.

    

    (f) The Series Pre-Funding Account. If the Series
    Term Sheet for the Series established hereby so provides, the Trustee, for
    the benefit of the Certificateholders of this Series, shall establish and
    maintain or cause to be established and maintained in the name of the Trust,
    either (i) a non-interest bearing segregated trust account in the corporate
    trust department of an office or branch of a Qualified Trust Institution or
    (ii) a non-interest bearing segregated demand deposit account at an Eligible
    Institution (the "Series Pre-Funding Account"), bearing a
    designation clearly indicating that the funds deposited therein are held for
    the benefit of the Certificateholders of this Series. The Trust shall
    possess all right, title and interest in all funds on deposit from time to
    time in the Series Pre-Funding Account and in all proceeds thereof. The
    Series Pre-Funding Account shall be under the sole dominion and control of
    the Trustee for the benefit of the Certificateholders of this Series.
    Pursuant to authority granted to it under Section 3.01(b) of the Pooling and
    Servicing Agreement, the Servicer shall have the revocable power to instruct
    the Trustee to withdraw funds from the Series Pre-Funding Account for the
    purpose of carrying out the duties of the Servicer hereunder. Any funds on
    deposit in the Series Pre-Funding Account for more than one Business Day
    shall be invested in Permitted Investments under Section 4.02(c) of the
    Pooling and Servicing Agreement. The Servicer at all times shall maintain
    accurate records reflecting each transaction in the Series Pre-Funding
    Account. The Paying Agent shall also have the revocable authority to make
    withdrawals from the Series Pre-Funding Account. On the Series Closing Date,
    the Seller shall cause to be deposited into the Series Pre-Funding Account
    an amount equal to the Series Initial Pre-Funding Amount. In connection with
    such Series Initial Pre-Funding Amount, and on or before the Series Closing
    Date, the Servicer shall deliver to the Trustee, the Seller and the Rating
    Agencies, a certificate of an officer of the Servicer stating the size of
    such Series Pre-Funding Amount, and certifying that the Servicer reasonably
    believes that the establishment and funding of the Series Pre-Funding Amount
    will not result in any delay in the payment of principal to the Investor
    Certificateholders of any Series then outstanding.

    (g) The Pre-Funding Special Reserve Account.

    
      (1) If the Series Term Sheet for the Series established
      hereby so provides, the Trustee, for the benefit of the Certificateholders
      of this Series, shall establish and maintain or cause to be established
      and maintained in the name of the Trust, either (i) a non-interest bearing
      segregated trust account in the corporate trust department of an office or
      branch of a Qualified Trust Institution or (ii) a non-interest bearing
      segregated demand deposit account at an Eligible Institution (the
      "Pre-Funding Special Reserve Account"), bearing a designation
      clearly indicating that the funds deposited therein are held for the
      benefit of the Certificateholders of this Series. The Trust shall possess
      all right, title and interest in all funds on deposit from time to time in
      the Pre-Funding Special Reserve Account and in all proceeds thereof. The
      Pre-Funding Special Reserve Account

    

  

      24

  

  
    
       shall be under the sole dominion and
      control of the Trustee for the benefit of the Certificateholders of this
      Series. Pursuant to authority granted to it under Section 3.01(b) of the
      Pooling and Servicing Agreement, the Servicer shall have the revocable
      power to instruct the Trustee to withdraw funds from the Pre-Funding
      Special Reserve Account for the purpose of carrying out the duties of the
      Servicer hereunder. Any funds on deposit in the Pre-Funding Special
      Reserve Account for more than one Business Day shall be invested in
      Permitted Investments under Section 4.02(c) of the Pooling and Servicing
      Agreement. The Servicer at all times shall maintain accurate records
      reflecting each transaction in the Pre-Funding Special Reserve Account.
      The Paying Agent shall also have the revocable authority to make
      withdrawals from the Pre-Funding Special Reserve Account.

      (2) Upon the earlier to occur of (i) the Series
      Termination Date or (ii) the day on which the amount on deposit in the
      Series Pre-Funding Account is reduced to zero, the Trustee, acting in
      accordance with the instructions of the Servicer, after the prior payment
      of all amounts owing to the Investor Certificateholders that are payable
      from the Pre-Funding Special Reserve Account as provided herein, shall
      withdraw from the Pre-Funding Special Reserve Account and pay to or at the
      direction of the Seller, all amounts, if any, on deposit in the
      Pre-Funding Special Reserve Account and the Pre-Funding Special Reserve
      Account shall have terminated for purposes of this Series Supplement.

      (3) On or before each Distribution Date with respect to
      the period between the Series Closing Date and date that occurs upon the
      earlier of (i) the Series Pre-Funding Deadline and (ii) the date upon
      which there are no longer funds on deposit in the Series Pre-Funding
      Account (the "Pre-Funding Period"), a withdrawal will be made
      from the Pre-Funding Special Reserve Account in an amount equal to the
      lesser of (a) the amount on deposit in the Pre-Funding Special Reserve
      Account with respect to such Distribution Date and (b) the excess, if any,
      of the Pre-Funding Covered Amount with respect to such Distribution Date
      over the amount of investment earnings on the amount on deposit in the
      Series Pre-Funding Account with respect to such Distribution Date. Such
      amount shall be treated as a "Series Additional Allocable
      Amount."

    

    (h) The Series Reserve Account.

    
      (1) If the Series Term Sheet for the Series established hereby so
      provides, the Trustee, for the benefit of the Certificateholders of this
      Series, may establish and maintain or cause to be established and
      maintained in the name of the Trust, either (i) a non-interest bearing
      segregated trust account in the corporate trust department of an office or
      branch of a Qualified Trust Institution or (ii) a non-interest bearing
      segregated demand deposit account at an Eligible Institution (the
      "Series Reserve Account"), bearing a designation clearly
      indicating that the funds deposited therein are held for the benefit of
      the Certificateholders of this Series. The Trust shall possess all right,
      title and interest in all funds on deposit from time to time in the Series
      Reserve Account and in all proceeds thereof. The Series Reserve Account
      shall be under the sole dominion and control of the Trustee for the
      benefit of the Certificateholders of this Series. Pursuant to authority
      granted to it under Section 3.01(b) of the Pooling and Servicing
      Agreement, the Servicer shall have the revocable power to instruct the
      Trustee to withdraw funds from the Series Reserve Account for the purpose
      of carrying out the duties of the Servicer hereunder. Any funds on deposit
      in the Series Reserve Account for more than one Business Day shall be
      invested in Permitted Investments under Section 4.02(c) of the Pooling and
      Servicing Agreement. The Servicer at all times shall maintain accurate
      records reflecting each transaction in the Series 

    

  

      25

  

  
    
       Reserve Account.
      The Paying Agent shall also have the
      revocable authority to make withdrawals from the Series Reserve Account.

      (2) On or before the last day of any Due Period during the Revolving
      Period or, if applicable, the Controlled Accumulation Period, the Servicer
      may designate an amount (the "Series Reserve Fund Monthly Deposit
      Amount") to be deposited into the Series Reserve Account on the
      Distribution Date relating to that Due Period for the benefit of the
      Certificateholders of this Series in accordance with the provisions of
      Section 8. The total amount on deposit in the Series Reserve Account shall
      be referred to as the "Series Reserve Fund Available Amount."

      (3) On or before each Distribution Date on which the
      Series Reserve Fund Available Amount is greater than zero, the Servicer
      shall direct the Trustee to make a withdrawal from the Series Reserve
      Account and deposit it into the Series Collections Account in an amount
      equal to the lesser of (a) the Series Reserve Fund Available Amount with
      respect to such Distribution Date and (b) an amount equal to the sum of
      the Class A Investment Shortfall and the Class B Investment Shortfall, for
      such Distribution Date. Such amount shall be treated as a "Series
      Additional Allocable Amount."

      (4) Upon the earliest to occur of (i) the Class B Expected Final
      Payment Date; (ii) payment of all amounts on deposit in the Series
      Principal Funding Account on the first Distribution Date of the Rapid
      Amortization Period, or (iii) delivery by the Servicer of a certificate to
      the effect that the Servicer reasonably believes that the Trust will have
      sufficient available assets to pay all Class A Certificate Interest and
      Class B Certificate Interest and to reimburse all Class A Investor
      Charged-Off Amounts and Class B Investor Charged-Off Amounts on each
      subsequent Distribution Date without any draws on the Series Reserve
      Account, the Servicer may direct the Trustee to withdraw from the Series
      Reserve Account and pay to or at the direction of the Seller, all amounts
      on deposit in the Series Reserve Account.

    

    (i) Transfer of Investor Accounts. If, at any time
    any of the Investor Accounts established in Sections 7(a) - 7(h) shall be
    located at an institution that fails to meet the qualification requirements
    for an Eligible Institution or a Qualified Trust Institution, as applicable,
    the Trustee shall move or cause to be moved such Investor Account to an
    institution meeting the requisite qualifications requirements within ten
    Business Days of the date the Trustee becomes aware of such lack of
    qualification; provided, however, that if (i) such Account is a Third
    Party Credit Enhancement Account and (ii) such Account is not Funded Third
    Party Credit Enhancement, then the Trustee shall move or cause to be moved
    such Account to an institution meeting the requisite qualifications
    requirements within thirty Business Days of the date the Trustee becomes
    aware of such lack of qualification.

  

  SECTION 8. Allocations of Collections.

  
  
  (a) Deposits into the Series Collections Account. On
  or before each Distribution Date, the Servicer shall direct the Trustee to
  withdraw from the Group Collections Account and deposit into the Series
  Collections Account an amount equal to the sum of the Series Finance Charge
  Collections and the Series Principal Collections. On or before each
  Distribution Date, the Servicer shall direct the Trustee to withdraw from the
  Excess Funding Account (General) and deposit into the Series Collections
  Account an amount equal to the sum of the Class B Excess Funding Amount and
  the Class C Excess Funding Amount, each for the related Due Period. On or
  before each Distribution Date, the Servicer 

  

  26

  

  
   also shall direct the Trustee to
  deposit the Series Additional Allocable Amounts, if any, which have not
  previously been deposited into the Series Collections Account.

  (b) During the Revolving Period. On or before each
  Distribution Date during the Revolving Period, the Servicer shall direct the
  Trustee that funds be paid or deposited, and the Trustee shall apply such
  funds in the following amounts, to the extent such funds are available and in
  the order of priority specified, to the account or Person indicated, in each
  case as set forth below.

  
    
    (1) Pre-Funding Account. If applicable, on or before the first
    Distribution Date following a Series Pre-Funding Deadline, all amounts on
    deposit in the Series Pre-Funding Account shall be deposited into the Series
    Distribution Account.

  

  

  
    
      
      (2) Pre-Funding Special Reserve Account. If
      applicable, on or before the first Distribution Date following a Series
      Pre-Funding Deadline, an amount equal to the Pre-Funding Special Reserve
      Amount shall be withdrawn from the Pre-Funding Special Reserve Account and
      shall be deposited into the Series Collections Account as a "Series
      Additional Allocable Amount."

      
      (3) Class A Monthly Interest. An amount
      equal to the lesser of

      
        (A) the Class A Modified Required Amount and

        (B) the sum of Series Finance Charge Collections and
        Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (4) Class B Monthly Interest. An amount
      equal to the lesser of

      
        (A) the Class B Modified Required Amount and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (5) Swap Trust Payments or Class Coupon
      Floor Payments. An amount equal to the lesser of

      
        (A) the sum of the Swap Trust Payments or Class
        Coupon Floor Payments, as applicable, and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

    

  

      27



  
    
      
      (6) Class C Monthly Interest. An amount
      equal to the lesser of

      
        (A) the Class C Modified Required Amount, if any, and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (7) Series Monthly Servicing Fee Additional
      Funds Portion. An amount equal to the lesser of

      
        (A) the Series Monthly Servicing Fee Additional Funds
        Portion and

        (B) Series Additional Funds

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The positive
      difference, if any, between the amount in (A) and the amount in (B) shall
      be the "Series Monthly Servicing Fee Additional Funds Portion
      Shortfall."

      
      (8) Series Monthly Servicing Fee. An amount
      equal to the lesser of

      
        (A) the sum of the Series Monthly Servicing Fee and
        all accrued but unpaid Series Monthly Servicing Fees as of the prior
        Distribution Date less the Series Monthly Servicing Fee
        Additional Funds Portion, if any, and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (9) Reimbursement of Class A Cumulative Investor
      Charged-Off Amounts. An amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Group Principal Collections Reallocation Account.
      The Class A Cumulative Investor Charged-Off Amount shall be reduced by the
      amount of such deposit.

      
      (10) Reimbursement of Class B Cumulative
      Investor Charged-Off Amounts. An amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

      

    

  

        28



  
    
      
        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Group Principal Collections Reallocation Account.
      The Class B Cumulative Investor Charged-Off Amount shall be reduced by the
      amount of such deposit.

      
      (11) Series Monthly Servicing Fee Additional
      Funds Portion Shortfall. An amount equal to the lesser of

      
        (A) the Series Monthly Servicing Fee Additional Funds
        Portion Shortfall and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (12) Reimbursement of Class C Cumulative
      Investor Charged-Off Amounts. An amount equal to the lesser of

      
        (A) the Class C Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Group Principal Collections Reallocation Account.
      The Class C Cumulative Investor Charged-Off Amount shall be reduced by the
      amount of such deposit.

      
      (13) Shortfalls in the Pre-Funding Special
      Reserve Amount. If applicable, an amount equal to the lesser of

      
        (A) the Pre-Funding Special Reserve Amount Shortfall
        and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Pre-Funding Special Reserve Account. The
      Pre-Funding Special Reserve Amount Shortfall shall be reduced by the
      amount of such deposit.

      
      (14) Reimbursement of prior Third Party Credit
      Enhancement Drawings. If applicable, an amount equal to the lesser of

      
        (A) the sum of all unreimbursed Third Party Credit
        Enhancement Drawings and

      

    

  

        29



  
    
      
        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Third Party Credit Enhancement Account. The amount
      of unreimbursed Third Party Credit Enhancement Drawings shall be reduced
      by the amount of such deposit.

      
      (15) Third Party Credit Enhancement Fee. If
      applicable, an amount equal to the lesser of

      
        (A) the Third Party Credit Enhancement Fee and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (16) The Class A Early Termination Premium or
      the Class A Early Termination Premium Shortfall, as applicable. If
      applicable, on or after the Series Pre-Funding Deadline, an amount equal
      to the lesser of

      
        (A) the Class A Early Termination Premium or the
        Class A Early Termination Premium Shortfall, as applicable, and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (17) The Class B Early Termination Premium or
      the Class B Early Termination Premium Shortfall, as applicable. If
      applicable, on or after the Series Pre-Funding Deadline, an amount equal
      to the lesser of

      
        (A) the Class B Early Termination Premium or the
        Class B Early Termination Premium Shortfall, as applicable, and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (18) Series Excess Servicing. An amount equal to any
      remaining Series Finance Charge Collections and any remaining Series
      Additional Allocable Amounts (together, "Series Excess
      Servicing") shall be withdrawn from the Series Collections Account
      and deposited into the Group Finance Charge Collections Reallocation
      Account.

    

  

      30



  
    
      
      (19) Third Party Credit Enhancement Drawing. If applicable,
      an amount equal to the lesser of

      
        (A) the Class C Modified Required Amount Shortfall
        and

        (B) the amount on deposit in the Third Party Credit
        Enhancement Account

      

      shall be withdrawn from the Third Party Credit
      Enhancement Account and deposited into the Series Distribution Account.
      The Class C Modified Required Amount Shortfall and the Third Party Credit
      Enhancement both shall be reduced by the amount of such deposit.

      
      (20) Payment of the Class A Modified Required
      Amount Shortfall from a Subordinate Series. If applicable, an amount
      equal to the lesser of

      
        (A) the Class A Modified Required Amount Shortfall
        and

        (B) funds, if any, available to pay such Class A
        Modified Required Amount Shortfall from funds initially allocated to any
        Subordinate Series

      

      shall be deposited into the Series Distribution
      Account. The Class A Modified Required Amount Shortfall shall be reduced
      by the amount of such deposit.

      
      (21) Payment of the Class B Modified Required
      Amount Shortfall from a Subordinate Series. If applicable, an amount
      equal to the lesser of

      
        (A) the Class B Modified Required Amount Shortfall
        and

        (B) funds, if any, available to pay such Class B
        Modified Required Amount Shortfall from funds initially allocated to any
        Subordinate Series

      

      shall be deposited into the Series Distribution
      Account. The Class B Modified Required Amount Shortfall shall be reduced
      by the amount of such deposit.

      
      (22) Payment of the Class C Modified Required
      Amount Shortfall from a Subordinate Series. If applicable, an amount
      equal to the lesser of

      
        (A) the Class C Modified Required Amount Shortfall
        and

        (B) funds, if any, available to pay such Class C
        Modified Required Amount Shortfall from funds initially allocated to any
        Subordinate Series

      

      shall be deposited into the Series Distribution
      Account. The Class C Modified Required Amount Shortfall shall be reduced
      by the amount of such deposit.

      
      (23) Reimbursement of the Class A Cumulative
      Investor Charged-Off Amount from a Subordinate Series. If applicable,
      an amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

      

    

  

        31



  
    
      
        (B) funds, if any, available to pay such Class A
        Cumulative Investor Charged-Off Amount from funds initially allocated to
        any Subordinate Series

      

      shall be deposited into the Group Principal Collections
      Reallocation Account. The Class A Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (24) Reimbursement of the Class B Cumulative
      Investor Charged-Off Amount from a Subordinate Series. If applicable,
      an amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) funds, if any, available to pay such Class B
        Cumulative Investor Charged-Off Amount from funds initially allocated to
        any Subordinate Series

      

      shall be deposited into the Group Principal Collections
      Reallocation Account. The Class B Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (25) Reimbursement of the Class C Cumulative
      Investor Charged-Off Amount from a Subordinate Series. If applicable,
      an amount equal to the lesser of

      
        (A) the Class C Cumulative Investor Charged-Off
        Amount and

        (B) funds, if any, available to pay such Class C
        Cumulative Investor Charged-Off Amount from funds initially allocated to
        any Subordinate Series

      

      shall be deposited into the Group Principal Collections
      Reallocation Account. The Class C Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (26) Reallocations for the Class A Modified
      Required Amount Shortfall from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class A Modified Required Amount Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          A Modified Required Amount Shortfall and the denominator of which is
          the sum of the class modified required amount shortfalls for all
          Classes with the same alphabetical designation for all Series in the
          Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (26)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

    

  

          32



  
    
      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account. The Class A Modified Required Amount Shortfall shall
      be reduced by the amount of such deposit.

      
      (27) Reallocations for the Class B Modified
      Required Amount Shortfall from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class B Modified Required Amount Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          B Modified Required Amount Shortfall and the denominator of which is
          the sum of the class modified required amount shortfalls for all
          Classes with the same alphabetical designation for all Series in the
          Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (27)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account. The Class B Modified Required Amount Shortfall shall
      be reduced by the amount of such deposit.

      
      (28) Reallocations for the Class C Modified
      Required Amount Shortfall from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class C Modified Required Amount Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          C Modified Required Amount Shortfall and the denominator of which is
          the sum of the class modified required amount shortfalls for all
          Classes not initially rated by the Rating Agencies for all Series in
          the Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (28));
          provided, however, that if any other Series (or multiple other
          Series) shall have more than one unrated class, the class modified
          required amount shortfall to be used in the denominator for each such
          other Series shall be the class modified required amount shortfall for
          the most senior unrated class for such Series for which the class
          modified required amount shortfall is greater than zero and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a 

        

      

    

  

          33



  
    
      
        
           comparable
          clause for any class with the same alphabetical designation and after
          any withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account. The Class C Modified Required Amount Shortfall shall
      be reduced by the amount of such deposit.

      
      (29) Reallocations for the Class A Cumulative
      Investor Charged-Off Amount from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          A Cumulative Investor Charged-Off Amount and the denominator of which
          is the sum of the class cumulative investor charged-off amounts for
          all Classes with the same alphabetical designation for all Series in
          the Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (29)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Group Principal
      Collections Reallocation Account. The Class A Cumulative Investor
      Charged-Off Amount shall be reduced by the amount of such deposit.

      
      (30) Reallocations for the Class B Cumulative
      Investor Charged-Off Amount from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          B Cumulative Investor Charged-Off Amount and the denominator of which
          is the sum of the class cumulative investor charged-off amounts for
          all Classes with the same alphabetical designation for all Series in
          the Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (30)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any 

        

      

    

  

          34



  
    
      
        
           withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Group Principal
      Collections Reallocation Account. The Class B Cumulative Investor
      Charged-Off Amount shall be reduced by the amount of such deposit.

      
      (31) Allocations from the Group Finance Charge
      Collections Reallocation Account for the payment of accrued Series Monthly
      Servicing Fees. An amount equal to the lesser of

      
        (A) all accrued but unpaid Series Monthly Servicing
        Fees and

        (B) the product of

        
          (x) a fraction the numerator of which is all
          accrued but unpaid Series Monthly Servicing Fees and the denominator
          of which is the sum of all accrued but unpaid monthly servicing fees
          for all Series in the Group to which the Series established hereby
          belongs (after giving effect to provisions in the applicable Series
          Supplements substantially similar to the clauses preceding this clause
          (31)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account.

      
      (32) Reallocations for the Class C Cumulative
      Investor Charged-Off Amount from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class C Cumulative Investor Charged-Off
        Amount and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          C Cumulative Investor Charged-Off Amount and the denominator of which
          is the sum of the class cumulative investor charged-off amounts for
          all Classes unrated by the Rating Agencies for all Series in the Group
          to which the Series established hereby belongs (after giving effect to
          provisions in the applicable Series Supplements substantially similar
          to the clauses preceding this clause (32)); provided, however,
          that if any other Series (or multiple other Series) shall have more
          than one unrated class, the class cumulative investor charged-off
          amount to be used in the denominator for each such other Series shall
          be the class cumulative investor charged-off amount for the most
          senior unrated class for such Series for which the class cumulative
          investor charged-off amount is greater than zero and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any 

        

      

    

  

          35



  
    
      
        
           withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Group Principal
      Collections Reallocation Account. The Class C Cumulative Investor
      Charged-Off Amount shall be reduced by the amount of such deposit.

      
        
        (33) Reallocations for Swap Trust Payment
        Shortfalls or Class Coupon Floor Payment Shortfalls from the Group
        Finance Charge Collections Reallocation Account. An amount equal to
        the lesser of

        (A) the Swap Trust Payment Shortfall or the Class
        Coupon Floor Payment Shortfall, as applicable, and

        (B) the product of

        
          (x) a fraction, the numerator of which is the Swap
          Trust Payment Shortfall or the Class Coupon Floor Payment Shortfall,
          as applicable, and the denominator of which is the sum of the swap
          trust payment shortfalls and class coupon floor payment shortfalls for
          all Series in the Group to which the Series established hereby belongs
          and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to other Series pursuant to a clause in the
          applicable Series Supplement for the purpose of covering swap trust
          payment shortfalls and class coupon floor payment shortfalls and after
          any withdrawals therefrom with respect to other Series pursuant to a
          clause in the applicable Series Supplement for the purpose of covering
          any payment shortfall for such Series intended to be of a higher
          priority than swap trust payment shortfalls and class coupon floor
          payment shortfalls

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited in the Series Distribution
      Account.

      
      (34) Payment of Series Reserve Fund Monthly
      Deposit Amount. An amount equal to the lesser of

      
        (A) the Series Reserve Fund Monthly Deposit Amount
        and

        (B) the product of

        
          (x) a fraction, the numerator of which is the
          Series Reserve Fund Monthly Deposit Amount and the denominator of
          which is the sum of the series reserve fund monthly deposit amounts
          for all Series in the Group to which the Series established hereby
          belongs which are eligible for a series reserve fund (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (34)) and

        

      

    

  

          36



  
    
      
        
          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series Reserve
      Account.

      (35) Payment of the Class A Modified Required
      Amount Shortfall from Class C Principal Collections. An amount equal
      to the lesser of

      
        (A) the Class A Modified Required Amount Shortfall
        and

        (B) the sum of the Class C Excess Funding Amount and
        Class C Principal Collections less Series Yield Collections
        allocable to the Class C Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The Class A Modified
      Required Amount Shortfall shall be reduced by the amount of such deposit,
      and the Class C Cumulative Investor Charged-Off Amount shall be increased
      by the amount of such deposit.

      
      (36) Payment of the Class A Modified Required
      Amount Shortfall from Class B Principal Collections. An amount equal
      to the lesser of

      
        (A) the Class A Modified Required Amount Shortfall
        and

        (B) the sum of the Class B Excess Funding Amount and
        Class B Principal Collections less Series Yield Collections
        allocable to the Class B Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The Class A Modified
      Required Amount Shortfall shall be reduced by the amount of such deposit,
      and the Class B Cumulative Investor Charged-Off Amount shall be increased
      by the amount of such deposit.

      
      (37) Payment of the Class B Modified Required
      Amount Shortfall from Class C Principal Collections. An amount equal
      to the lesser of

      
        (A) the Class B Modified Required Amount Shortfall
        and

        (B) the sum of any remaining Class C Excess Funding
        Amounts and any remaining Class C Principal Collections less
        Series Yield Collections allocable to the Class C Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The Class B Modified
      Required Amount Shortfall shall be reduced by the amount of such deposit,
      and the Class C Cumulative Investor Charged-Off Amount shall be increased
      by the amount of such deposit.

      
      (38) Reimbursement of the Class A Cumulative
      Investor Charged-Off Amount from Class C Principal Collections. An
      amount equal to the lesser of

    

  

      37



  
    
      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Class C Excess Funding
        Amounts and any remaining Class C Principal Collections less
        Series Yield Collections allocable to the Class C Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Group Principal Collections Reallocation Account.
      The Class A Cumulative Investor Charged-Off Amount shall be reduced by the
      amount of such deposit, and the Class C Cumulative Investor Charged-Off
      Amount shall be increased by the amount of such deposit.

      
      (39) Reallocation of the Class C Investor
      Interest to reimburse the Class A Cumulative Investor Charged-Off Amount.
      The Class A Cumulative Investor Charged-Off Amount shall be reduced by an
      amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the Class C Investor Interest

      

      and the Class C Cumulative Investor Charged-Off Amount
      shall be increased by such amount; provided, however, that the
      Class C Cumulative Investor Charged-Off Amount would not, as a result,
      exceed the Class C Initial Investor Interest.

      
      (40) Reimbursement of the Class A Cumulative
      Investor Charged-Off Amount from Class B Principal Collections. An
      amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Class B Excess Funding
        Amounts and any remaining Class B Principal Collections less
        Series Yield Collections allocable to the Class B Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Group Principal Collections Reallocation Account.
      The Class A Cumulative Investor Charged-Off Amount shall be reduced by the
      amount of such deposit, and the Class B Cumulative Investor Charged-Off
      Amount shall be increased by the amount of such deposit.

      
      (41) Reallocation of the Class B Investor
      Interest to reimburse the Class A Cumulative Investor Charged-Off Amount.
      The Class A Cumulative Investor Charged-Off Amount shall be reduced by an
      amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the Class B Investor Interest

      

      and the Class B Cumulative Investor Charged-Off Amount
      shall be increased by such amount; provided, however, that the
      Class B Cumulative Investor Charged-Off Amount would not, as a result,
      exceed the Class B Initial Investor Interest.

    

  

      38



  
    
      
      (42) Reimbursement of the Class B Cumulative
      Investor Charged-Off Amount from Class C Principal Collections. An
      amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Class C Excess Funding
        Amounts and any remaining Class C Principal Collections less
        Series Yield Collections allocable to the Class C Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Group Principal Collections Reallocation Account.
      The Class B Cumulative Investor Charged-Off Amount shall be reduced by the
      amount of such deposit, and the Class C Cumulative Investor Charged-Off
      Amount shall be increased by the amount of such deposit.

      
      (43) Reallocation of the Class C Investor
      Interest to reimburse the Class B Cumulative Investor Charged-Off Amount.
      The Class B Cumulative Investor Charged-Off Amount shall be reduced by an
      amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) the Class C Investor Interest

      

      and the Class C Cumulative Investor Charged-Off Amount
      shall be increased by such amount; provided, however, that the
      Class C Cumulative Investor Charged-Off Amount would not, as a result,
      exceed the Class C Initial Investor Interest.

      (44) Reallocations for the Class A Early
      Termination Premium Shortfall from the Group Finance Charge Collections
      Reallocation Account. If applicable, an amount equal to the lesser of

      
        (A) the Class A Early Termination Premium Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          A Early Termination Premium Shortfall and the denominator of which is
          the sum of all class early termination premium shortfalls with the
          same alphabetical designation for all Series in the Group to which the
          Series established hereby belongs (after giving effect to provisions
          in the applicable Series Supplements substantially similar to the
          clauses preceding this clause (44)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account.

      
      (45) Reallocations for the Class B Early
      Termination Premium Shortfall from the Group Finance Charge Collections
      Reallocation Account. If applicable, an amount equal to the lesser of

    

  

      39



  
    
      
        (A) the Class B Early Termination Premium Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          B Early Termination Premium Shortfall and the denominator of which is
          the sum of all class early termination premium shortfalls with the
          same alphabetical designation for all Series in the Group to which the
          Series established hereby belongs (after giving effect to provisions
          in the applicable Series Supplements substantially similar to the
          clauses preceding this clause (45)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account.

      
      (46) Allocations of remaining amounts from the
      Group Finance Charge Collections Reallocation Account to the Seller.
      An amount equal to all remaining amounts on deposit in the Group Finance
      Charge Collections Reallocation Account, after all other allocations from
      such Account pursuant to the Series Supplements for any Series in the
      Group to which the Series established hereby belongs, shall be withdrawn
      from the Group Finance Charge Collections Reallocation Account and paid to
      the Seller.

      
      (47) Allocations from the Excess Funding Account
      (General) to the Group Principal Collections Reallocation Account. If
      no Series is in its Rapid Amortization Period, or if amounts remain on
      deposit in the Excess Funding Account (General) after all allocations of
      Class B Excess Funding Amounts and Class C Excess Funding Amounts to each
      Series and all allocations to any other Series that are in their Rapid
      Amortization Periods, an amount equal to the product of

      
        (A) a fraction, the numerator of which is the Class A
        Investor Interest and the denominator of which is the sum of (x) the
        Class A investor interests plus (y) for each Series issued prior
        to Series 2000-2 for which Class B was not a Seller Retained Class, the
        Class B investor interests for each outstanding Series and

        (B) the amount on deposit in the Excess Funding
        Account (General) before any withdrawals therefrom with respect to any
        other Series pursuant to a comparable clause in the applicable Series
        Supplements

      

      shall be withdrawn from the Excess Funding Account
      (General) and deposited into the Group Principal Collections Reallocation
      Account. This provision shall be applied before similar provisions for any
      previously issued Series.

      
      (48) Class C Permitted Controlled Amortization
      Amount. An amount equal to the lesser of

      
        (A) the Class C Permitted Controlled Amortization
        Amount and

      

    

  

        40



  
    
      
        (B) remaining amounts on deposit in the Series
        Collections Account

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The amount by which
      the Class C Permitted Controlled Amortization Amount exceeds such deposit
      shall be the "Class C Permitted Controlled Amortization Amount
      Shortfall."

      
      (49) Allocations of Series Principal Collections.
      An amount equal to the remaining amount on deposit in the Series
      Collections Account shall be withdrawn from the Series Collections Account
      and deposited into the Group Principal Collections Reallocation Account.

      (50) Payment to Seller. An amount equal
      to all remaining amounts on deposit in the Collections Account, after all
      other withdrawals from such Account for any payment of any Class
      Controlled Amortization Amount or any Class Controlled Accumulation Amount
      for any Class of any Series in its Controlled Accumulation Period or
      Controlled Amortization Period, as applicable, shall be withdrawn from the
      Collections Account and paid to the Seller.

      
      (51) Additional Payment to the Seller. An
      amount equal to the lesser of

      
        (A) the positive difference, if any, between the
        amount of the Seller Interest (determined as described below) and the
        Minimum Seller Interest and

        (B) the product of (i) any remaining amounts on
        deposit in the Group Principal Collections Reallocation Account and (ii)
        a fraction the numerator of which is the remaining amounts on deposit in
        the Group Principal Collections Reallocation Account and the denominator
        of which is the sum of the remaining amounts on deposit in all group
        principal collections reallocation accounts (including the Group
        Principal Collections Reallocation Account for the Group to which the
        Series established hereby belongs)

      

      shall be withdrawn from the Group Principal Collections
      Reallocation Account and paid to the Seller. If after such payment,
      amounts remain on deposit in the Group Principal Collections Reallocation
      Account, such amounts shall be deposited into the Excess Funding Account
      (General). For purposes of this provision, the Seller Interest shall be
      deemed to include (i) all amounts on deposit in all Group Principal
      Collections Reallocation Accounts after giving effect to clause (51) and
      all provisions similar to clause (51) in other Series Supplements, and
      (ii) all amounts deposited into the Excess Funding Account (SRC) and the
      Excess Funding Account (General) on such Distribution Date pursuant to the
      provisions of any other Series Supplements. This provision shall be
      applied before similar provisions for any previously issued Series.

      
      (52) Allocations from the Series Pre-Funding
      Account to the Group Pre-Funding Reallocation Account. If applicable,
      an amount equal to the amount on deposit in the Series Pre-Funding Account
      shall be withdrawn from the Series Pre-Funding Account and deposited into
      the Group Pre-Funding Reallocation Account; provided, however, that
      such amount shall be used only to fund principal shortfalls for other
      Series in their controlled accumulation or controlled amortization
      periods, as applicable, in the Group to which the Series established
      hereby belongs.

      
      (53) Further payment to the Seller. An
      amount equal to the lesser of

    

  

      41



  
    
      
        (A) the positive difference, if any, between the
        amount of the Seller Interest and the Minimum Seller Interest and

        (B) the product of (i) any remaining amounts on
        deposit in the Group Pre-Funding Reallocation Account and (ii) a
        fraction the numerator of which is the amount on deposit the Group
        Pre-Funding Reallocation Account and the denominator of which is the sum
        of all amounts on deposit in all group pre-funding reallocation accounts
        (after giving effect to provisions in the applicable Series Supplements
        substantially similar to Sections 8(c)(55), 8(c)(56) and 8(c)(58), and
        including the Group Pre-Funding Reallocation Account to which the Series
        established hereby is a member).

      

      shall be withdrawn from the Group Pre-Funding
      Reallocation Account and paid to the Seller. Any remaining amounts on
      deposit in the Group Pre-Funding Reallocation Account shall be allocated
      to each Series in the Group based on a fraction, the numerator of which is
      the amount deposited pursuant to Section 8(b)(52) and the denominator of
      which is the sum of all such deposits pursuant to similar provisions in
      the series supplements for the Group to which the Series established
      hereby belongs. Such amounts reallocated to the Series established hereby
      pursuant to the prior sentence shall be deposited into the Series
      Pre-Funding Account.

    

    (c) Deposits During the Controlled Accumulation Period
    or Controlled Amortization Period, if applicable. On any date during the
    Controlled Accumulation Period, if applicable, on which the Seller receives
    proceeds from the sale of a new Series of Investor Certificates, if the
    Seller has agreed to deposit all or a portion of the proceeds from such sale
    into the Series Principal Funding Account, the Seller shall cause the
    Trustee to so deposit such proceeds. On or before each Distribution Date
    during the Controlled Accumulation Period or Controlled Amortization Period,
    as applicable, the Servicer shall direct the Trustee that funds be paid or
    deposited, and the Trustee shall apply such funds in the following amounts,
    to the extent such funds are available and in the order of priority
    specified, to the account or Person indicated, in each case as set forth
    below.

    
      
      (1) Class A Monthly Interest. An amount
      equal to the lesser of

      
        (A) the Class A Modified Required Amount and

        (B) the sum of Series Finance Charge Collections and
        Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (2) Class B Monthly Interest. An amount
      equal to the lesser of

      
        (A) the Class B Modified Required Amount and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

    

  

      42



  
    
      
      (3) Swap Trust Payments or Class Coupon Floor
      Payments. An amount equal to the lesser of

      
        (A) the sum of the Swap Trust Payments or the Class
        Coupon Floor Payments, as applicable, and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited in the Series Distribution Account.

      
      (4) Class C Monthly Interest. An amount
      equal to the lesser of

      
        (A) the Class C Modified Required Amount, if any, and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (5) Series Monthly Servicing Fee Additional
      Funds Portion. An amount equal to the lesser of

      
        (A) the Series Monthly Servicing Fee Additional Funds
        Portion and

        (B) Series Additional Funds

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The positive
      difference, if any, between the amount in (A) and the amount in (B) shall
      be the "Series Monthly Servicing Fee Additional Funds Portion
      Shortfall."

      
      (6) Series Monthly Servicing Fee. An amount
      equal to the lesser of

      
        (A) the sum of the Series Monthly Servicing Fee and
        all accrued but unpaid Series Monthly Servicing Fees as of the prior
        Distribution Date less the Series Monthly Servicing Fee
        Additional Funds Portion, if any, and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (7) Reimbursement of Class A Cumulative Investor
      Charged-Off Amounts. An amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

      

    

  

        43



  
    
      
        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account. The Class A
      Cumulative Investor Charged-Off Amount shall be reduced by the amount of
      such deposit.

      
      (8) Reimbursement of Class B Cumulative Investor
      Charged-Off Amounts. An amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account. The Class B
      Cumulative Investor Charged-Off Amount shall be reduced by the amount of
      such deposit.

      
      (9) Series Monthly Servicing Fee Additional
      Funds Portion Shortfall. An amount equal to the lesser of

      
        (A) the Series Monthly Servicing Fee Additional Funds
        Portion Shortfall and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (10) Reimbursement of Class C Cumulative
      Investor Charged-Off Amounts. An amount equal to the lesser of

      
        (A) the Class C Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts.

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account. The Class C
      Cumulative Investor Charged-Off Amount shall be reduced by the amount of
      such deposit.

      
      (11) Reimbursement of prior Third Party Credit
      Enhancement Drawings. If applicable, an amount equal to the lesser of

      
        (A) the sum of all unreimbursed Third Party Credit
        Enhancement Drawings and

      

    

  

        44



  
    
      
        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Third Party Credit Enhancement Account. The amount
      of unreimbursed Third Party Credit Enhancement Drawings shall be reduced
      by the amount of such deposit.

      
      (12) Third Party Credit Enhancement Fee. If
      applicable, an amount equal to the lesser of

      
        (A) the Third Party Credit Enhancement Fee and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (13) The Class A Early Termination Premium
      Shortfall. If applicable, an amount equal to the lesser of

      
        (A) the Class A Early Termination Premium Shortfall
        and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (14) The Class B Early Termination Premium
      Shortfall. If applicable, an amount equal to the lesser of

      
        (A) the Class B Early Termination Premium Shortfall
        and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (15) Series Excess Servicing. An amount
      equal to any remaining Series Finance Charge Collections and any remaining
      Series Additional Allocable Amounts (together, "Series Excess
      Servicing") shall be withdrawn from the Series Collections Account
      and deposited into the Group Finance Charge Collections Reallocation
      Account.

      
      (16) Third Party Credit Enhancement Drawing.
      If applicable, an amount equal to the lesser of

      
        (A) the Class C Modified Required Amount Shortfall
        and

      

    

  

        45



  
    
      
        (B) the amount on deposit in the Third Party Credit
        Enhancement Account

      

      shall be withdrawn from the Third Party Credit
      Enhancement Account and deposited into the Series Distribution Account.
      The Class C Modified Required Amount Shortfall and the Third Party Credit
      Enhancement Amount both shall be reduced by the amount of such deposit.

      
      (17) Payment of the Class A Modified Required
      Amount Shortfall from a Subordinate Series. If applicable, an amount
      equal to the lesser of

      
        (A) the Class A Modified Required Amount Shortfall
        and

        (B) funds, if any, available to pay such Class A
        Modified Required Amount Shortfall from funds initially allocated to any
        Subordinate Series

      

      shall be deposited into the Series Distribution
      Account. The Class A Modified Required Amount Shortfall shall be reduced
      by the amount of such deposit.

      
      (18) Payment of the Class B Modified Required
      Amount Shortfall from a Subordinate Series. If applicable, an amount
      equal to the lesser of

      
        (A) the Class B Modified Required Amount Shortfall
        and

        (B) funds, if any, available to pay such Class B
        Modified Required Amount Shortfall from funds initially allocated to any
        Subordinate Series

      

      shall be deposited into the Series Distribution
      Account. The Class B Modified Required Amount Shortfall shall be reduced
      by the amount of such deposit.

      
      (19) Payment of the Class C Modified Required
      Amount Shortfall from a Subordinate Series. If applicable, an amount
      equal to the lesser of

      
        (A) the Class C Modified Required Amount Shortfall
        and

        (B) funds, if any, available to pay such Class C
        Modified Required Amount Shortfall from funds initially allocated to any
        Subordinate Series

      

      shall be deposited into the Series Distribution
      Account. The Class C Modified Required Amount Shortfall shall be reduced
      by the amount of such deposit.

      
      (20) Reimbursement of the Class A Cumulative
      Investor Charged-Off Amount from a Subordinate Series. If applicable,
      an amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) funds, if any, available to pay such Class A
        Cumulative Investor Charged-Off Amount from funds initially allocated to
        any Subordinate Series

      

      shall be deposited into the Series Principal
      Collections Account. The Class A Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (21) Reimbursement of the Class B Cumulative
      Investor Charged-Off Amount from a Subordinate Series. If applicable,
      an amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) funds, if any, available to pay such Class B
        Cumulative Investor Charged-Off Amount from funds initially allocated to
        any Subordinate Series

      

    

  

        46



  
    
      shall be deposited into the Series Principal
      Collections Account. The Class B Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (22) Reimbursement of the Class C Cumulative
      Investor Charged-Off Amount from a Subordinate Series. If applicable,
      an amount equal to the lesser of

      
        (A) the Class C Cumulative Investor Charged-Off
        Amount and

        (B) funds, if any, available to pay such Class C
        Cumulative Investor Charged-Off Amount from funds initially allocated to
        any Subordinate Series

      

      shall be deposited into the Series Principal
      Collections Account. The Class C Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (23) Reallocations for the Class A Modified
      Required Amount Shortfall from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class A Modified Required Amount Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          A Modified Required Amount Shortfall and the denominator of which is
          the sum of the class modified required amount shortfalls for all
          Classes with the same alphabetical designation for all Series in the
          Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (23)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account. The Class A Modified Required Amount Shortfall shall
      be reduced by the amount of such deposit.

    

  

      47



  
    
      
      (24) Reallocations for the Class B Modified
      Required Amount Shortfall from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class B Modified Required Amount Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          B Modified Required Amount Shortfall and the denominator of which is
          the sum of the class modified required amount shortfalls for all
          Classes with the same alphabetical designation for all Series in the
          Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (24)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account. The Class B Modified Required Amount Shortfall shall
      be reduced by the amount of such deposit.

      
      (25) Reallocations for the Class C Modified
      Required Amount Shortfall from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class C Modified Required Amount Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          C Modified Required Amount Shortfall and the denominator of which is
          the sum of the class modified required amount shortfalls for all
          Classes not initially rated by the Rating Agencies for all Series in
          the Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (25));
          provided, however, that if any other Series (or multiple other
          Series) shall have more than one unrated class, the class modified
          required amount shortfall to be used in the denominator for each such
          other Series shall be the class modified required amount shortfall for
          the most senior unrated class for such Series for which the class
          modified required amount shortfall is greater than zero and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

    

  

          48



  
    
      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account. The Class C Modified Required Amount Shortfall shall
      be reduced by the amount of such deposit.

      
      (26) Reallocations for the Class A Cumulative
      Investor Charged-Off Amount from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          A Cumulative Investor Charged-Off Amount and the denominator of which
          is the sum of the class cumulative investor charged-off amounts for
          all Classes with the same alphabetical designation for all Series in
          the Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (26)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series Principal
      Collections Account. The Class A Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (27) Reallocations for the Class B Cumulative
      Investor Charged-Off Amount from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          B Cumulative Investor Charged-Off Amount and the denominator of which
          is the sum of the class cumulative investor charged-off amounts for
          all Classes with the same alphabetical designation for all Series in
          the Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (27)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

    

  

          49



  
    
      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series Principal
      Collections Account. The Class B Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (28) Allocations from the Group Finance Charge
      Collections Reallocation Account for the payment of accrued Series Monthly
      Servicing Fees. An amount equal to the lesser of

      
        (A) all accrued but unpaid Series Monthly Servicing
        Fees and

        (B) the product of

        
          (x) a fraction the numerator of which is all
          accrued but unpaid Series Monthly Servicing Fees and the denominator
          of which is the sum of all accrued but unpaid monthly servicing fees
          for all Series in the Group to which the Series established hereby
          belongs (after giving effect to provisions in the applicable Series
          Supplements substantially similar to the clauses preceding this clause
          (28)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account.

      
      (29) Reallocations for the Class C Cumulative
      Investor Charged-Off Amount from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class C Cumulative Investor Charged-Off
        Amount and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          C Cumulative Investor Charged-Off Amount and the denominator of which
          is the sum of the class cumulative investor charged-off amounts for
          all Classes unrated by the Rating Agencies for all Series in the Group
          to which the Series established hereby belongs (after giving effect to
          provisions in the applicable Series Supplements substantially similar
          to the clauses preceding this clause (29)); provided, however,
          that if any other Series (or multiple other Series) shall have more
          than one unrated class, the class cumulative investor charged-off
          amount to be used in the denominator for each such other Series shall
          be the class cumulative investor charged-off amount for the most
          senior unrated class for such Series for which the class cumulative
          investor charged-off amount is greater than zero and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

    

  

          50



  
    
      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series Principal
      Collections Account. The Class C Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (30) Reallocation for Swap Trust Payment
      Shortfalls or Class Coupon Floor Payment Shortfalls from the Group Finance
      Charge Collections Reallocation Account. An amount equal to the lesser
      of

      
        (A) the Swap Trust Payment Shortfall or the Class
        Coupon Floor Payment Shortfall, as applicable, and

        (B) the product of

        
          (x) a fraction, the numerator of which is the Swap
          Trust Payment Shortfall or the Class Coupon Floor Payment Shortfall,
          as applicable, and the denominator of which is the sum of the swap
          trust payment shortfalls and class coupon floor payment shortfalls for
          all Series in the Group to which the Series established hereby belongs
          and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to other Series pursuant to a clause in the
          applicable Series Supplement for the purpose of covering swap trust
          payment shortfalls and class coupon floor payment shortfalls and after
          any withdrawals therefrom with respect to other Series pursuant to a
          clause in the applicable Series Supplement for the purpose of covering
          any payment shortfall for such Series intended to be of a higher
          priority than swap trust payment shortfalls and class coupon floor
          payment shortfalls

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited in the Series Distribution
      Account.

      
      (31) Payment of Series Reserve Fund Monthly
      Deposit Amount. An amount equal to the lesser of

      
        (A) the Series Reserve Fund Monthly Deposit Amount
        and

        (B) the product of

        
          (x) a fraction, the numerator of which is the
          Series Reserve Fund Monthly Deposit Amount and the denominator of
          which is the sum of the series reserve fund monthly deposit amounts
          for all Series in the Group to which the Series established hereby
          belongs which are eligible for a series reserve fund (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (31)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

    

  

          51



  
    
      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series Reserve
      Account.

      
      (32) Payment of the Class A Modified Required
      Amount Shortfall from Class C Principal Collections. An amount equal
      to the lesser of

      
        (A) the Class A Modified Required Amount Shortfall
        and

        (B) the sum of the Class C Excess Funding Amount and
        Class C Principal Collections less Series Yield Collections
        allocable to the Class C Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The Class A Modified
      Required Amount Shortfall shall be reduced by the amount of such deposit,
      and the Class C Cumulative Investor Charged-Off Amount shall be increased
      by the amount of such deposit.

      
      (33) Payment of the Class A Modified Required
      Amount Shortfall from Class B Principal Collections. An amount equal
      to the lesser of

      
        (A) the Class A Modified Required Amount Shortfall
        and

        (B) the sum of the Class B Excess Funding Amount and
        Class B Principal Collections less Series Yield Collections
        allocable to the Class B Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The Class A Modified
      Required Amount Shortfall shall be reduced by the amount of such deposit,
      and the Class B Cumulative Investor Charged-Off Amount shall be increased
      by the amount of such deposit.

      
      (34) Payment of the Class B Modified Required
      Amount Shortfall from Class C Principal Collections. An amount equal
      to the lesser of

      
        (A) the Class B Modified Required Amount Shortfall
        and

        (B) the sum of any remaining Class C Excess Funding
        Amounts and any remaining Class C Principal Collections less
        Series Yield Collections allocable to the Class C Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The Class B Modified
      Required Amount Shortfall shall be reduced by the amount of such deposit,
      and the Class C Cumulative Investor Charged-Off Amount shall be increased
      by the amount of such deposit.

      
      (35) Reimbursement of the Class A Cumulative
      Investor Charged-Off Amount from Class C Principal Collections. An
      amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

      

    

  

        52



  
    
      
        (B) the sum of any remaining Class C Excess Funding
        Amounts and any remaining Class C Principal Collections less
        Series Yield Collections allocable to the Class C Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account. The Class A
      Cumulative Investor Charged-Off Amount shall be reduced by the amount of
      such deposit, and the Class C Cumulative Investor Charged-Off Amount shall
      be increased by the amount of such deposit.

      
      (36) Reallocation of the Class C Investor
      Interest to reimburse the Class A Cumulative Investor Charged-Off Amount.
      The Class A Cumulative Investor Charged-Off Amount shall be reduced by an
      amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the Class C Investor Interest

      

      and the Class C Cumulative Investor Charged-Off Amount
      shall be increased by such amount; provided, however, that the
      Class C Cumulative Investor Charged-Off Amount would not, as a result,
      exceed the Class C Initial Investor Interest.

      
      (37) Reimbursement of the Class A Cumulative
      Investor Charged-Off Amount from Class B Principal Collections. An
      amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Class B Excess Funding
        Amounts and any remaining Class B Principal Collections less
        Series Yield Collections allocable to the Class B Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account. The Class A
      Cumulative Investor Charged-Off Amount shall be reduced by the amount of
      such deposit, and the Class B Cumulative Investor Charged-Off Amount shall
      be increased by the amount of such deposit.

      
      (38) Reallocation of the Class B Investor
      Interest to reimburse the Class A Cumulative Investor Charged-Off Amount.
      The Class A Cumulative Investor Charged-Off Amount shall be reduced by an
      amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the Class B Investor Interest

      

      and the Class B Cumulative Investor Charged-Off Amount
      shall be increased by such amount; provided, however, that the
      Class B Cumulative Investor Charged-Off Amount would not, as a result,
      exceed the Class B Initial Investor Interest.

      
      (39) Reimbursement of the Class B Cumulative
      Investor Charged-Off Amount from Class C Principal Collections. An
      amount equal to the lesser of

    

  

      53



  
    
      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Class C Excess Funding
        Amounts and any remaining Class C Principal Collections less
        Series Yield Collections allocable to the Class C Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account. The Class B
      Cumulative Investor Charged-Off Amount shall be reduced by the amount of
      such deposit, and the Class C Cumulative Investor Charged-Off Amount shall
      be increased by the amount of such deposit.

      
      (40) Reallocation of the Class C Investor
      Interest to reimburse the Class B Cumulative Investor Charged-Off Amount.
      The Class B Cumulative Investor Charged-Off Amount shall be reduced by an
      amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) the Class C Investor Interest

      

      and the Class C Cumulative Investor Charged-Off Amount
      shall be increased by such amount; provided, however, that the
      Class C Cumulative Investor Charged-Off Amount would not, as a result,
      exceed the Class C Initial Investor Interest.

      
      (41) Reinstatement of Class C Investor Interest
      from the Third Party Credit Enhancement Account. On the Distribution
      Date in which the Class A Invested Amount and Class B Invested Amounts
      have been reduced to zero, if applicable, an amount equal to the lesser of

      
        (A) the Class C Cumulative Investor Charged-Off
        Amount and

        (B) the amount on deposit in the Third Party Credit
        Enhancement Account

      

      shall be withdrawn from the Third Party Credit
      Enhancement Account and deposited into the Series Principal Collections
      Account by the Third Party Credit Enhancement Provider. The Class C
      Cumulative Investor Charged-Off Amount and the Third Party Credit
      Enhancement Amount shall both be reduced by the amount of such deposit.

      
      (42) Special Third Party Credit Enhancement
      Drawing. On the Distribution Date in which the Class A Invested Amount
      and Class B Invested Amounts have been reduced to zero, if applicable, an
      amount equal to the lesser of

      
        (A) the Class C Modified Required Amount Shortfall
        and

        (B) the amount on deposit in the Third Party Credit
        Enhancement Account

      

      shall be withdrawn from the Third Party Credit
      Enhancement Account and deposited into the Series Distribution Account.
      The Class C Modified Required Amount Shortfall and the Third Party Credit
      Enhancement Amount shall be reduced by the amount of such deposit.

    

  

      54



  
    
      
      (43) Reallocations for the Class A Early
      Termination Premium Shortfall from the Group Finance Charge Collections
      Reallocation Account. If applicable, an amount equal to the lesser of

      
        (A) the Class A Early Termination Premium Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          A Early Termination Premium Shortfall and the denominator of which is
          the sum of all class early termination premium shortfalls with the
          same alphabetical designation for all Series in the Group to which the
          Series established hereby belongs (after giving effect to provisions
          in the applicable Series Supplements substantially similar to the
          clauses preceding this clause (43)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account.

      
      (44) Reallocations for the Class B Early
      Termination Premium Shortfall from the Group Finance Charge Collections
      Reallocation Account. If applicable, an amount equal to the lesser of

      
        (A) the Class B Early Termination Premium Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          B Early Termination Premium Shortfall and the denominator of which is
          the sum of all class early termination premium shortfalls with the
          same alphabetical designation for all Series in the Group to which the
          Series established hereby belongs (after giving effect to provisions
          in the applicable Series Supplements substantially similar to the
          clauses preceding this clause (44)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account.

      
      (45) Allocations of remaining amounts from the
      Group Finance Charge Collections Reallocation Account to the Seller.
      An amount equal to all remaining amounts on deposit in the Group Finance
      Charge Collections Reallocation Account, after all other allocations from
      such Account pursuant to the Series Supplements for any Series in the
      Group to which the Series established hereby belongs, shall be withdrawn
      from the Group Finance Charge Collections Reallocation Account and paid to
      the Seller.

    

  

      55



  
    
      
      (46) Allocations from the Excess Funding Account
      (General) to the Group Principal Collections Reallocation Account. If
      no Series is in its Rapid Amortization Period, or if amounts remain on
      deposit in the Excess Funding Account (General) after all allocations of
      Class B Excess Funding Amounts and Class C Excess Funding Amounts to each
      Series and all allocations to any other Series that are in their Rapid
      Amortization Period, an amount equal to the product of

      
        (A) a fraction, the numerator of which is the Class A
        Investor Interest and the denominator of which is the sum of (x) the
        Class A investor interests for each outstanding Series plus (y)
        for each Series issued prior to Series 2000-2 for which Class B was not
        a Seller Retained Class, the Class B investor interest for each
        outstanding Series and

        (B) the amount on deposit in the Excess Funding
        Account (General) before any withdrawals therefrom with respect to any
        other Series pursuant to a comparable clause in the applicable Series
        Supplements

      

      shall be withdrawn from the Excess Funding Account
      (General) and deposited into the Group Principal Collections Reallocation
      Account. This provision shall be applied before similar provisions for any
      previously issued Series.

      
      (47) Allocations of Series Principal Collections.
      An amount equal to the remaining amount on deposit in the Series
      Collections Account shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account.

      
      (48) Class A Controlled Accumulation Amount or
      the Class A Controlled Amortization Amount, as applicable. An amount
      equal to the lesser of

      
        (A) (i) the Class A Controlled Accumulation Amount minus
        the amount of proceeds from the sale of a new Series of Investor
        Certificates deposited into the Series Principal Funding Account from
        but excluding the prior Distribution Date to and including the current
        Distribution Date or (ii) the Class A Controlled Amortization Amount, as
        applicable, and

        (B) amounts on deposit in the Series Principal
        Collections Account

      

      shall be withdrawn from the Series Principal
      Collections Account and deposited into the Series Principal Funding
      Account or Series Distribution Account, as applicable. The amount by which
      the amount described in clause (A)(i) above or the Class A Controlled
      Amortization Amount exceeds such deposit shall be the "Class A
      Controlled Accumulation Amount Shortfall" or the "Class A
      Controlled Amortization Shortfall," respectively.

      
      (49) Class C Permitted Controlled Amortization
      Amount. An amount equal to the lesser of

      
        (A) the Class C Permitted Controlled Amortization
        Amount and

        (B) remaining amounts on deposit in the Series
        Principal Collections Account

      

      shall be withdrawn from the Series Principal
      Collections Account and deposited into the Series Distribution Account.
      The amount by which the Class C Permitted Controlled Amortization

    

  

      56



  
    
      Amount
      exceeds such deposit shall be the "Class C Permitted Controlled
      Amortization Amount Shortfall."

      
      (50) Class B Controlled Accumulation Amount or
      the Class B Controlled Amortization Amount, as applicable. If an
      amount equal to the Class A Invested Amount has been deposited into the
      Series Principal Funding Account or if the Class A Invested Amount has
      been paid in full, an amount equal to the lesser of

      
        (A) the Class B Controlled Accumulation Amount or the
        Class B Controlled Amortization Amount, as applicable, and

        (B) remaining amounts on deposit in the Series
        Principal Collections Account

      

      shall be withdrawn from the Series Principal
      Collections Account and deposited into the Series Principal Funding
      Account or Series Distribution Account, as applicable. The amount by which
      the Class B Controlled Accumulation Amount or Class B Controlled
      Amortization Amount exceeds such deposit shall be the "Class B
      Controlled Accumulation Amount Shortfall" or the "Class B
      Controlled Amortization Amount Shortfall," respectively.

      
      (51) Class C Controlled Amortization Amount.
      On each Distribution Date after the Distribution Date on which the Class A
      and Class B Invested Amounts are paid in full, an amount equal to the
      lesser of

      
        (A) the Class C Controlled Amortization Amount, and

        (B) remaining amounts on deposit in the Series
        Principal Collections Account

      

      shall be withdrawn from the Series Principal
      Collections Account and deposited into the Series Principal Funding
      Account or Series Distribution Account, as applicable. The amount by which
      the Class C Controlled Amortization Amount exceeds such deposit shall be
      the "Class C Controlled Amortization Amount Shortfall."

      
      (52) Allocations from the Group Principal
      Collections Reallocation Account for the payment of the Class A Controlled
      Accumulation Amount Shortfall or the Class A Controlled Amortization
      Amount Shortfall, as applicable. An amount equal to the lesser of

      
        (A) the Class A Controlled Accumulation Amount
        Shortfall or the Class A Controlled Amortization Amount Shortfall, as
        applicable and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          A Controlled Accumulation Amount Shortfall or the Class A Controlled
          Amortization Amount Shortfall, as applicable, and the denominator of
          which is the sum of the class controlled accumulation amount
          shortfalls or class controlled amortization amount shortfalls, as
          applicable, for all Classes with the same alphabetical designation for
          all Series in the Group to which the Series established hereby belongs
          (after giving effect to provisions in the applicable Series
          Supplements substantially similar to the clauses preceding this clause
          (52)) and

        

      

    

  

          57



  
    
      
        
          (y) the amount on deposit in the Group Principal
          Collections Reallocation Account before any withdrawals therefrom with
          respect to any other Series pursuant to a comparable clause in the
          applicable Series Supplements

        

      

      shall be withdrawn from the Group Principal Collections
      Reallocation Account and deposited in the Series Principal Funding Account
      or Series Distribution Account, as applicable. The Class A Controlled
      Accumulation Amount Shortfall or the Class A Controlled Amortization
      Amount Shortfall, as applicable, shall be reduced by the amount of such
      deposit.

      
      (53) Allocations from the Group Principal
      Collections Reallocation Account for the payment of the Class B Controlled
      Accumulation Amount Shortfall or the Class B Controlled Amortization
      Amount Shortfall, as applicable. An amount equal to the lesser of

      
        (A) the Class B Controlled Accumulation Amount
        Shortfall or the Class B Controlled Amortization Amount Shortfall, as
        applicable and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          B Controlled Accumulation Amount Shortfall or the Class B Controlled
          Amortization Amount Shortfall, as applicable, and the denominator of
          which is the sum of the class controlled accumulation amount
          shortfalls or class controlled amortization amount shortfalls, as
          applicable, for all Classes with the same alphabetical designation for
          all Series in the Group to which the Series established hereby belongs
          (after giving effect to provisions in the applicable Series
          Supplements substantially similar to the clauses preceding this clause
          (53)) and

          (y) the amount on deposit in the Group Principal
          Collections Reallocation Account before any withdrawals therefrom with
          respect to any other Series pursuant to a comparable clause for any
          class with the same alphabetical designation and after any withdrawals
          therefrom for the benefit of all Classes designated by higher letters
          of the alphabet of such other Series in the applicable Series
          Supplements

        

      

      shall be withdrawn from the Group Principal Collections
      Reallocation Account and deposited in the Series Principal Funding Account
      or Series Distribution Account, as applicable. The Class B Controlled
      Accumulation Amount Shortfall or the Class B Controlled Amortization
      Amount Shortfall, as applicable, shall be reduced by the amount of such
      deposit.

      
      (54) Allocations from the Group Principal
      Collections Reallocation Account for the payment of the Class C Controlled
      Amortization Amount Shortfall. An amount equal to the lesser of

      
        (A) the Class C Controlled Amortization Amount
        Shortfall, and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          C Controlled Amortization Amount Shortfall and the denominator of
          which is the sum of the class controlled accumulation amount
          shortfalls or class controlled amortization amount shortfalls, as
          applicable, for all Classes with the same alphabetical designation for
          all Series in the Group to which the

        

      

    

  

          58



  
    
      
        
           Series established hereby belongs
          (after giving effect to provisions in the applicable Series
          Supplements substantially similar to the clauses preceding this clause
          (54)); provided, however, that if any other Series (or multiple
          other Series) shall have more than one unrated class, the class
          controlled accumulation amount shortfall or class controlled
          amortization amount shortfall, as applicable, to be used in the
          denominator for each such other Series shall be the class controlled
          accumulation amount shortfall or class controlled amortization amount
          shortfall, as applicable, for the most senior unrated class for such
          Series for which the class controlled accumulation amount shortfall or
          class controlled amortization amount shortfall, as applicable, is
          greater than zero and

          (y) the amount on deposit in the Group Principal
          Collections Reallocation Account before any withdrawals therefrom with
          respect to any other Series pursuant to a comparable clause for any
          class with the same alphabetical designation and after any withdrawals
          therefrom for the benefit of all Classes designated by higher letters
          of the alphabet of such other Series in the applicable Series
          Supplements

        

      

      shall be withdrawn from the Group Principal Collections
      Reallocation Account and deposited in the Series Principal Funding Account
      or Series Distribution Account, as applicable. The Class C Controlled
      Amortization Amount Shortfall shall be reduced by the amount of such
      deposit.

      
      (55) Allocations from the Group Pre-Funding
      Reallocation Account for the payment of the Class A Controlled
      Accumulation Amount Shortfall or Class A Controlled Amortization Amount
      Shortfall, as applicable. An amount equal to the lesser of

      
        (A) the Class A Controlled Accumulation Amount
        Shortfall or Class A Controlled Amortization Amount Shortfall, as
        applicable, and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          A Controlled Accumulation Amount Shortfall or Class A Controlled
          Amortization Amount Shortfall, as applicable, and the denominator of
          which is the sum of the class controlled accumulation amount
          shortfalls or class controlled amortization amount shortfalls, as
          applicable, for all Classes with the same alphabetical designation for
          all Series not in their Rapid Amortization Periods in the Group to
          which the Series established hereby belongs (after giving effect to
          provisions in the applicable Series Supplements substantially similar
          to the clauses preceding this clause (55)) and

          (y) the amount on deposit in the Group Pre-Funding
          Reallocation Account before any withdrawals therefrom with respect to
          any other Series pursuant to a comparable clause in the applicable
          Series Supplements

        

      

      shall be withdrawn from the Group Pre-Funding
      Reallocation Account and deposited in the Series Principal Funding Account
      or Series Distribution Account, as applicable. The Class A Controlled
      Accumulation Amount Shortfall or the Class A Controlled Amortization
      Amount Shortfall, as applicable, will be reduced by the amount of such
      deposit.

    

  

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      (56) Allocations from the Group Pre-Funding
      Reallocation Account for the payment of the Class B Controlled
      Accumulation Amount Shortfall or Class B Controlled Amortization Amount
      Shortfall, as applicable. An amount equal to the lesser of

      
        (A) the Class B Controlled Accumulation Amount
        Shortfall or Class B Controlled Amortization Amount Shortfall, as
        applicable, and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          B Controlled Accumulation Amount Shortfall or Class B Controlled
          Amortization Amount Shortfall, as applicable, and the denominator of
          which is the sum of the class controlled accumulation amount
          shortfalls or class controlled amortization amount shortfalls, as
          applicable, for all Classes with the same alphabetical designation for
          all Series not in their Rapid Amortization Periods in the Group to
          which the Series established hereby belongs (after giving effect to
          provisions in the applicable Series Supplements substantially similar
          to the clauses preceding this clause (56)) and

          (y) the amount on deposit in the Group Pre-Funding
          Reallocation Account before any withdrawals therefrom with respect to
          any other Series pursuant to a comparable clause for any class with
          the same alphabetical designation and after any withdrawals therefrom
          for the benefit of all Classes designated by higher letters of the
          alphabet of such other Series in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Pre-Funding
      Reallocation Account and deposited in the Series Principal Funding Account
      or Series Distribution Account, as applicable. The Class B Controlled
      Accumulation Amount Shortfall or the Class B Controlled Amortization
      Amount Shortfall, as applicable, will be reduced by the amount of such
      deposit.

      
      (57) Allocations from the Group Pre-Funding
      Reallocation Account for the payment of the Class C Controlled
      Amortization Amount Shortfall. An amount equal to the lesser of

      
        (A) the Class C Controlled Amortization Amount
        Shortfall, and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          C Controlled Amortization Amount Shortfall, and the denominator of
          which is the sum of the class controlled accumulation amount
          shortfalls or class controlled amortization amount shortfalls, as
          applicable, for all Classes with the same alphabetical designation for
          all Series in the Group to which the Series established hereby belongs
          not in their Rapid Amortization Periods (after giving effect to
          provisions in the applicable Series Supplements substantially similar
          to the clauses preceding this clause (57)) and

          (y) the amount on deposit in the Group Pre-Funding
          Reallocation Account before any withdrawals therefrom with respect to
          any other Series pursuant to a comparable clause for any class with
          the same alphabetical designation and after any withdrawals therefrom
          for 

        

      

    

  

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           the benefit of all Classes designated by higher letters of the
          alphabet of such other Series in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Pre-Funding
      Reallocation Account and deposited in the Series Principal Funding Account
      or Series Distribution Account, as applicable. The Class C Controlled
      Amortization Amount Shortfall will be reduced by the amount of such
      deposit.

      (58) Allocations from the Collections Account
      for the payment of the Class A Controlled Accumulation Amount Shortfall or
      the Class A Controlled Amortization Shortfall, as applicable. An
      amount equal to the lesser of

      
        (A) the Class A Controlled Accumulation Amount
        Shortfall or the Class A Controlled Amortization Shortfall, as
        applicable, and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          A Controlled Accumulation Amount Shortfall or the Class A Controlled
          Amortization Amount Shortfall, as applicable, and the denominator of
          which is the sum of the class controlled accumulation amount
          shortfalls or class controlled amortization amount shortfalls, as
          applicable, for all Classes with the same alphabetical designation for
          all Series not in their Rapid Amortization Periods (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (58)) and

          (y) the amount on deposit in the Collections
          Account before any withdrawals therefrom with respect to any other
          Series pursuant to a comparable clause in the applicable Series
          Supplements

        

      

      shall be withdrawn from the Collections Account and
      deposited in the Series Principal Funding Account or Series Distribution
      Account, as applicable. The Class A Controlled Accumulation Amount
      Shortfall or the Class A Controlled Amortization Amount Shortfall, as
      applicable, shall be reduced by the amount of such deposit.

      (59) Allocations from the Collections Account
      for the payment of the Class B Controlled Accumulation Amount Shortfall or
      the Class B Controlled Amortization Shortfall, as applicable. An
      amount equal to the lesser of

      
        (A) the Class B Controlled Accumulation Amount
        Shortfall or the Class B Controlled Amortization Shortfall, as
        applicable, and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          B Controlled Accumulation Amount Shortfall or the Class B Controlled
          Amortization Amount Shortfall, as applicable, and the denominator of
          which is the sum of the class controlled accumulation amount
          shortfalls or class controlled amortization amount shortfalls, as
          applicable, for all Classes with the same alphabetical designation for
          all Series not in their Rapid Amortization Periods (after giving 

        

      

    

  

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          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (59)) and

          (y) the amount on deposit in the Collections
          Account before any withdrawals therefrom with respect to any other
          Series pursuant to a comparable clause in the applicable Series
          Supplements

        

      

      shall be withdrawn from the Collections Account and
      deposited in the Series Principal Funding Account or Series Distribution
      Account, as applicable. The Class B Controlled Accumulation Amount
      Shortfall or the Class B Controlled Amortization Amount Shortfall, as
      applicable, shall be reduced by the amount of such deposit.

      (60) Allocations from the Collections Account
      for the payment of the Class C Controlled Amortization Shortfall. An
      amount equal to the lesser of

      
        (A) the Class C Controlled Amortization Shortfall,
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          C Controlled Amortization Amount Shortfall, and the denominator of
          which is the sum of the class controlled accumulation amount
          shortfalls or class controlled amortization amount shortfalls, as
          applicable, for all Classes with the same alphabetical designation for
          all Series not in their Rapid Amortization Periods (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (60)) and

          (y) the amount on deposit in the Collections
          Account before any withdrawals therefrom with respect to any other
          Series pursuant to a comparable clause in the applicable Series
          Supplements

        

      

      shall be withdrawn from the Collections Account and
      deposited in the Series Principal Funding Account or Series Distribution
      Account, as applicable. The Class C Controlled Amortization Amount
      Shortfall shall be reduced by the amount of such deposit.

      
      (61) Allocations of remaining Series Principal
      Collections. An amount equal to all remaining amounts on deposit in
      the Series Principal Collections Account shall be withdrawn from the
      Series Principal Collections Account and deposited into the Group
      Principal Collections Reallocation Account.

      
      (62) Additional Payment to Seller. An amount
      equal to all remaining amounts on deposit in the Collections Account,
      after all other withdrawals from such Account for any payment of any Class
      Controlled Amortization Amount or any Class Controlled Accumulation Amount
      for any Class of any Series in its Controlled Accumulation Period or
      Controlled Amortization Period, as applicable, shall be withdrawn from the
      Collections Account and paid to the Seller.

      
      (63) Payment to the Seller. An amount equal
      to the lesser of

    

  

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        (A) the positive difference, if any, between the
        amount of the Seller Interest (determined as described below) and the
        Minimum Seller Interest and

        (B) the product of (i) any remaining amounts on
        deposit in the Group Principal Collections Reallocation Account and (ii)
        a fraction the numerator of which is the remaining amounts on deposit in
        the Group Principal Collections Reallocation Account and the denominator
        of which is the sum of the remaining amounts on deposit in all group
        principal collections reallocation accounts (including the Group
        Principal Collections Reallocation Account for the Group to which the
        Series established hereby belongs)

      

      shall be withdrawn from the Group Principal Collections Reallocation
      Account and paid to the Seller. If after such payment, amounts remain on
      deposit in the Group Principal Collections Reallocation Account, such
      amounts shall be deposited into the Excess Funding Account (General). For
      purposes of this provision, the Seller Interest shall be deemed to include
      (i) all amounts on deposit in all Group Principal Collections Reallocation
      Accounts after giving effect to clause (63) and all provisions similar to
      clause (63) in other Series Supplements, and (ii) all amounts deposited
      into the Excess Funding Account (SRC) and the Excess Funding Account
      (General) on such Distribution Date pursuant to the provisions of any
      other Series Supplements. This provision shall be applied before similar
      provisions for any previously issued Series.

    

    (d) Deposits During the Rapid Amortization Period.
    On or before each Distribution Date during the Rapid Amortization Period,
    the Servicer shall direct the Trustee that funds be paid or deposited, and
    the Trustee shall apply such funds in the following amounts, to the extent
    such funds are available and in the order of priority specified, to the
    account or Person indicated, in each case as set forth below.

    
      
      (1) Deposits from the Series Principal Funding
      Account into the Series Principal Collections Account. All amounts on
      deposit in the Series Principal Funding Account shall be deposited into
      the Series Principal Collections Account.

      
      (2) Deposits from the Series Pre-Funding Account
      into the Series Principal Collections Account. If applicable, all
      amounts on deposit in the Series Pre-Funding Account shall be deposited
      into the Series Principal Collections Account.

      
      (3) Deposits from the Series Pre-Funding Special
      Reserve Account into the Series Collections Account. If applicable,
      all amounts on deposit in the Series Pre-Funding Special Reserve Account
      shall be deemed to be Series Finance Charge Collections and shall be
      deposited into the Series Collections Account.

      
      (4) Class A Monthly Interest. An amount
      equal to the lesser of

      
        (A) the Class A Modified Required Amount and

        (B) the sum of Series Finance Charge Collections and
        Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

    

  

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      (5) Class B Monthly Interest. An amount
      equal to the lesser of

      
        (A) the Class B Modified Required Amount and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (6) Swap Trust Payments or Class Coupon Floor
      Payments. An amount equal to the lesser of

      
        (A) the sum of the Swap Trust Payments or the Class
        Coupon Floor Payments, as applicable, and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited in the Series Distribution Account.

      
      (7) Class C Monthly Interest. An amount
      equal to the lesser of

      
        (A) the Class C Modified Required Amount, if any, and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (8) Series Monthly Servicing Fee Additional
      Funds Portion. An amount equal to the lesser of

      
        (A) the Series Monthly Servicing Fee Additional Funds
        Portion and

        (B) Series Additional Funds

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The positive
      difference, if any, between the amount in (A) and the amount in (B) shall
      be the "Series Monthly Servicing Fee Additional Funds Portion
      Shortfall."

    

  

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      (9) Series Monthly Servicing Fee. An amount
      equal to the lesser of

      
        (A) the sum of the Series Monthly Servicing Fee and
        all accrued but unpaid Series Monthly Servicing Fees as of the prior
        Distribution Date less the Series Monthly Servicing Fee
        Additional Funds Portion, if any, and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (10) Reimbursement of Class A Cumulative
      Investor Charged-Off Amounts. An amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account. The Class A
      Cumulative Investor Charged-Off Amount shall be reduced by the amount of
      such deposit.

      
      (11) Reimbursement of Class B Cumulative
      Investor Charged-Off Amounts. An amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

        shall be withdrawn from the Series Collections
        Account and deposited into the Series Principal Collections Account. The
        Class B Cumulative Investor Charged-Off Amount shall be reduced by the
        amount of such deposit.

      

      
      (12) Series Monthly Servicing Fee Additional
      Funds Portion Shortfall. An amount equal to the lesser of

      
        (A) the Series Monthly Servicing Fee Additional Funds
        Portion Shortfall and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

    

  

      65



  
    
      
      (13) Reimbursement of Class C Cumulative
      Investor Charged-Off Amounts. An amount equal to the lesser of

      
        (A) the Class C Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts.

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account. The Class C
      Cumulative Investor Charged-Off Amount shall be reduced by the amount of
      such deposit.

      
      (14) Reimbursement of prior Third Party Credit
      Enhancement Drawings. On and after each Distribution Date after the
      Class A Invested Amount and Class B Invested Amount have been reduced to
      zero, if applicable, an amount equal to the lesser of

      
        (A) the sum of all unreimbursed Third Party Credit
        Enhancement Drawings and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Third Party Credit Enhancement Account. The amount
      of unreimbursed Third Party Credit Enhancement Drawings shall be reduced
      by the amount of such deposit.

      
      (15) Third Party Credit Enhancement Fee. If
      applicable, an amount equal to the lesser of

      
        (A) the Third Party Credit Enhancement Fee and

        (B) the sum of any remaining Series Finance Charge
        Collections and any remaining Series Additional Allocable Amounts

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account.

      
      (16) Series Excess Servicing. An amount
      equal to any remaining Series Finance Charge Collections and any remaining
      Series Additional Allocable Amounts (together, "Series Excess
      Servicing") shall be withdrawn from the Series Collections Account
      and deposited into the Group Finance Charge Collections Reallocation
      Account.

      
      (17) Third Party Credit Enhancement Drawing.
      If applicable, an amount equal to the lesser of

      
        (A) the Class C Modified Required Amount Shortfall
        and

        (B) the amount on deposit in the Third Party Credit
        Enhancement Account

      

    

  

        66



  
    
      shall be withdrawn from the Third Party Credit
      Enhancement Account and deposited into the Series Distribution Account.
      The Class C Modified Required Amount Shortfall and the Third Party Credit
      Enhancement shall be reduced by the amount of such deposit.

      
      (18) Payment of the Class A Modified Required
      Amount Shortfall from a Subordinate Series. If applicable, an amount
      equal to the lesser of

      
        (A) the Class A Modified Required Amount Shortfall
        and

        (B) funds, if any, available to pay such Class A
        Modified Required Amount Shortfall from funds initially allocated to any
        Subordinate Series

      

      shall be deposited into the Series Distribution
      Account. The Class A Modified Required Amount Shortfall shall be reduced
      by the amount of such deposit.

      
      (19) Payment of the Class B Modified Required
      Amount Shortfall from a Subordinate Series. If applicable, an amount
      equal to the lesser of

      
        (A) the Class B Modified Required Amount Shortfall
        and

        (B) funds, if any, available to pay such Class B
        Modified Required Amount Shortfall from funds initially allocated to any
        Subordinate Series

      

      shall be deposited into the Series Distribution
      Account. The Class B Modified Required Amount Shortfall shall be reduced
      by the amount of such deposit.

      
      (20) Payment of the Class C Modified Required
      Amount Shortfall from a Subordinate Series. If applicable, an amount
      equal to the lesser of

      
        (A) the Class C Modified Required Amount Shortfall
        and

        (B) funds, if any, available to pay such Class C
        Modified Required Amount Shortfall from funds initially allocated to any
        Subordinate Series

      

      shall be deposited into the Series Distribution
      Account. The Class C Modified Required Amount Shortfall shall be reduced
      by the amount of such deposit.

      
      (21) Reimbursement of the Class A Cumulative
      Investor Charged-Off Amount from a Subordinate Series. If applicable,
      an amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) funds, if any, available to pay such Class A
        Cumulative Investor Charged-Off Amount from funds initially allocated to
        any Subordinate Series

      

      shall be deposited into the Series Principal
      Collections Account. The Class A Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

    

  

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      (22) Reimbursement of the Class B Cumulative
      Investor Charged-Off Amount from a Subordinate Series. If applicable,
      an amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) funds, if any, available to pay such Class B
        Cumulative Investor Charged-Off Amount from funds initially allocated to
        any Subordinate Series

      

      shall be deposited into the Series Principal
      Collections Account. The Class B Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (23) Reimbursement of the Class C Cumulative
      Investor Charged-Off Amount from a Subordinate Series. If applicable,
      an amount equal to the lesser of

      
        (A) the Class C Cumulative Investor Charged-Off
        Amount and

        (B) funds, if any, available to pay such Class C
        Cumulative Investor Charged-Off Amount from funds initially allocated to
        any Subordinate Series

      

      shall be deposited into the Series Principal
      Collections Account. The Class C Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (24) Reallocations for the Class A Modified
      Required Amount Shortfall from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class A Modified Required Amount Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          A Modified Required Amount Shortfall and the denominator of which is
          the sum of the class modified required amount shortfalls for all
          Classes with the same alphabetical designation for all Series in the
          Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (24)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account. The Class A Modified Required Amount Shortfall shall
      be reduced by the amount of such deposit.

      
      (25) Reallocations for the Class B Modified
      Required Amount Shortfall from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class B Modified Required Amount Shortfall
        and

      

    

  

        68



  
    
      
        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          B Modified Required Amount Shortfall and the denominator of which is
          the sum of the class modified required amount shortfalls for all
          Classes with the same alphabetical designation for all Series in the
          Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (25)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account. The Class B Modified Required Amount Shortfall shall
      be reduced by the amount of such deposit.

      
      (26) Reallocations for the Class C Modified
      Required Amount Shortfall from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class C Modified Required Amount Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          C Modified Required Amount Shortfall and the denominator of which is
          the sum of the class modified required amount shortfalls for all
          Classes not initially rated by the Rating Agencies for all Series in
          the Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (26));
          provided, however, that if any other Series (or multiple other
          Series) shall have more than one unrated class, the class modified
          required amount shortfall to be used in the denominator for each such
          other Series shall be the class modified required amount shortfall for
          the most senior unrated class for such Series for which the class
          modified required amount shortfall is greater than zero and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account. The Class C Modified Required Amount Shortfall shall
      be reduced by the amount of such deposit.

    

  

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      (27) Reallocations for the Class A Cumulative
      Investor Charged-Off Amount from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          A Cumulative Investor Charged-Off Amount and the denominator of which
          is the sum of the class cumulative investor charged-off amounts for
          all Classes with the same alphabetical designation for all Series in
          the Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (27)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series Principal
      Collections Account. The Class A Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (28) Reallocations for the Class B Cumulative
      Investor Charged-Off Amount from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          B Cumulative Investor Charged-Off Amount and the denominator of which
          is the sum of the class cumulative investor charged-off amounts for
          all Classes with the same alphabetical designation for all Series in
          the Group to which the Series established hereby belongs (after giving
          effect to provisions in the applicable Series Supplements
          substantially similar to the clauses preceding this clause (28)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series Principal
      Collections Account. The Class B Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (29) Allocations from the Group Finance Charge
      Collections Reallocation Account for the payment of accrued Series Monthly
      Servicing Fees. An amount equal to the lesser of

    

  

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        (A) all accrued but unpaid Series Monthly Servicing
        Fees and

        (B) the product of

        
          (x) a fraction the numerator of which is all
          accrued but unpaid Series Monthly Servicing Fees and the denominator
          of which is the sum of all accrued but unpaid monthly servicing fees
          for all Series in the Group to which the Series established hereby
          belongs (after giving effect to provisions in the applicable Series
          Supplements substantially similar to the clauses preceding this clause
          (29)) and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series
      Distribution Account.

      
      (30) Reallocations for the Class C Cumulative
      Investor Charged-Off Amount from the Group Finance Charge Collections
      Reallocation Account. An amount equal to the lesser of

      
        (A) the Class C Cumulative Investor Charged-Off
        Amount and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          C Cumulative Investor Charged-Off Amount and the denominator of which
          is the sum of the class cumulative investor charged-off amounts for
          all Classes unrated by the Rating Agencies for all Series in the Group
          to which the Series established hereby belongs (after giving effect to
          provisions in the applicable Series Supplements substantially similar
          to the clauses preceding this clause (30)); provided, however,
          that if any other Series (or multiple other Series) shall have more
          than one unrated class, the class cumulative investor charged-off
          amount to be used in the denominator for each such other Series shall
          be the class cumulative investor charged-off amount for the most
          senior unrated class for such Series for which the class cumulative
          investor charged-off amount is greater than zero and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to any other Series pursuant to a comparable
          clause for any class with the same alphabetical designation and after
          any withdrawals therefrom for the benefit of all Classes designated by
          higher letters of the alphabet of such other Series in the applicable
          Series Supplements

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited into the Series Principal
      Collections Account. The Class C Cumulative Investor Charged-Off Amount
      shall be reduced by the amount of such deposit.

      
      (31) Reallocations for Swap Trust Payment
      Shortfalls or Class Coupon Floor Payment Shortfalls from the Group Finance
      Charge Collections Reallocation Account. An amount equal to the lesser
      of

    

  

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        (A) the Swap Trust Payment Shortfall or the Class
        Coupon Floor Payment Shortfall, as applicable, and

        (B) the product of

        
          (x) a fraction, the numerator of which is the Swap
          Trust Payment Shortfall or the Class Coupon Floor Payment Shortfall,
          as applicable, and the denominator of which is the sum of the swap
          trust payment shortfalls and class coupon floor payment shortfalls for
          all Series in the Group to which the Series established hereby belongs
          and

          (y) the amount on deposit in the Group Finance
          Charge Collections Reallocation Account before any withdrawals
          therefrom with respect to other Series pursuant to a clause in the
          applicable Series Supplement for the purpose of covering swap trust
          payment shortfalls and class coupon floor payment shortfalls and after
          any withdrawals therefrom with respect to other Series pursuant to a
          clause in the applicable Series Supplement for the purpose of covering
          any payment shortfall for such Series intended to be of a higher
          priority than swap trust payment shortfalls and class coupon floor
          payment shortfalls

        

      

      shall be withdrawn from the Group Finance Charge
      Collections Reallocation Account and deposited in the Series Distribution
      Account.

      
      (32) Payment of the Class A Modified Required
      Amount Shortfall from Class C Principal Collections. An amount equal
      to the lesser of

      
        (A) the Class A Modified Required Amount Shortfall
        and

        (B) the sum of the Class C Excess Funding Amount and
        Class C Principal Collections less Series Yield Collections
        allocable to the Class C Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The Class A Modified
      Required Amount Shortfall shall be reduced by the amount of such deposit,
      and the Class C Cumulative Investor Charged-Off Amount shall be increased
      by the amount of such deposit.

      
      (33) Payment of the Class A Modified Required
      Amount Shortfall from Class B Principal Collections. An amount equal
      to the lesser of

      
        (A) the Class A Modified Required Amount Shortfall
        and

        (B) the sum of the Class B Excess Funding Amount and
        Class B Principal Collections less Series Yield Collections
        allocable to the Class B Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The Class A Modified
      Required Amount Shortfall shall be reduced by the amount of such deposit,
      and the Class B Cumulative Investor Charged-Off Amount shall be increased
      by the amount of such deposit.

    

  

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      (34) Payment of the Class B Modified Required
      Amount Shortfall from Class C Principal Collections. An amount equal
      to the lesser of

      
        (A) the Class B Modified Required Amount Shortfall
        and

        (B) the sum of any remaining Class C Excess Funding
        Amounts and any remaining Class C Principal Collections less
        Series Yield Collections allocable to the Class C Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The Class B Modified
      Required Amount Shortfall shall be reduced by the amount of such deposit,
      and the Class C Cumulative Investor Charged-Off Amount shall be increased
      by the amount of such deposit.

      
      (35) Reimbursement of the Class A Cumulative
      Investor Charged-Off Amount from Class C Principal Collections. An
      amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Class C Excess Funding
        Amounts and any remaining Class C Principal Collections less
        Series Yield Collections allocable to the Class C Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account. The Class A
      Cumulative Investor Charged-Off Amount shall be reduced by the amount of
      such deposit, and the Class C Cumulative Investor Charged-Off Amount shall
      be increased by the amount of such deposit.

      
      (36) Reallocation of the Class C Investor
      Interest to reimburse the Class A Cumulative Investor Charged-Off Amount.
      The Class A Cumulative Investor Charged-Off Amount shall be reduced by an
      amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the Class C Investor Interest

      

      and the Class C Cumulative Investor Charged-Off Amount
      shall be increased by such amount; provided, however, that the
      Class C Cumulative Investor Charged Off Amount would not, as a result
      exceed the Class C Initial Investor Interest.

      
      (37) Reimbursement of the Class A Cumulative
      Investor Charged-Off Amount from Class B Principal Collections. An
      amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Class B Excess Funding
        Amounts and any remaining Class B Principal Collections less
        Series Yield Collections allocable to the Class B Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account. The Class A
      Cumulative Investor Charged-Off Amount shall be reduced by

    

  

      73



  
    
       the amount of
      such deposit, and the Class B Cumulative Investor Charged-Off Amount shall
      be increased by the amount of such deposit.

      
      (38) Reallocation of the Class B Investor
      Interest to reimburse the Class A Cumulative Investor Charged-Off Amount.
      The Class A Cumulative Investor Charged-Off Amount shall be reduced by an
      amount equal to the lesser of

      
        (A) the Class A Cumulative Investor Charged-Off
        Amount and

        (B) the Class B Investor Interest

      

      and the Class B Cumulative Investor Charged-Off Amount
      shall be increased by such amount; provided, however, that the
      Class B Cumulative Investor Charged-Off Amount would not, as a result,
      exceed the Class B Initial Investor Interest.

      
      (39) Reimbursement of the Class B Cumulative
      Investor Charged-Off Amount from Class C Principal Collections. An
      amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) the sum of any remaining Class C Excess Funding
        Amounts and any remaining Class C Principal Collections less
        Series Yield Collections allocable to the Class C Investor Interest

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account. The Class B
      Cumulative Investor Charged-Off Amount shall be reduced by the amount of
      such deposit, and the Class C Cumulative Investor Charged-Off Amount shall
      be increased by the amount of such deposit.

      
      (40) Reallocation of the Class C Investor
      Interest to reimburse the Class B Cumulative Investor Charged-Off Amount.
      The Class B Cumulative Investor Charged-Off Amount shall be reduced by an
      amount equal to the lesser of

      
        (A) the Class B Cumulative Investor Charged-Off
        Amount and

        (B) the Class C Investor Interest

      

      and the Class C Cumulative Investor Charged-Off Amount
      shall be increased by such amount; provided, however, that the
      Class C Cumulative Investor Charged Off Amount would not, as a result
      exceed the Class C Initial Investor Interest.

      
      (41) Reinstatement of Class C Investor Interest
      from the Third Party Credit Enhancement Account. On the Distribution
      Date in which the Class A Invested Amount and Class B Invested Amounts
      have been reduced to zero, if applicable, an amount equal to the lesser of

      
        (A) the Class C Cumulative Investor Charged-Off
        Amount and

        (B) the Third Party Credit Enhancement Amount

      

    

  

        74



  
    
      shall be withdrawn from the Third Party Credit
      Enhancement Account and deposited into the Series Principal Collections
      Account by the Third Party Credit Enhancement Provider. The Class C
      Cumulative Investor Charged-Off Amount and the Third Party Credit
      Enhancement Amount shall both be reduced by the amount of such deposit.

      
      (42) Special Third Party Credit Enhancement
      Drawing. On the Distribution Date in which the Class A Invested Amount
      and Class B Invested Amounts have been reduced to zero, if applicable, an
      amount equal to the lesser of

      
        (A) the Class C Modified Required Amount Shortfall
        and

        (B) the amount on deposit in the Third Party Credit
        Enhancement Account

      

      shall be withdrawn from the Third Party Credit
      Enhancement Account and deposited into the Series Distribution Account.
      The Class C Modified Required Amount Shortfall and the Third Party Credit
      Enhancement Amount shall be reduced by the amount of such deposit.

      (43) Allocations of remaining amounts from
      the Group Finance Charge Collections Reallocation Account to the Seller.
      An amount equal to all remaining amounts on deposit in the Group Finance
      Charge Collections Reallocation Account, after all other allocations from
      such Account pursuant to the Series Supplements for any Series in the
      Group to which the Series established hereby belongs, shall be withdrawn
      from the Group Finance Charge Collections Reallocation Account and paid to
      the Seller.

      
      (44) Allocations from the Excess Funding Account
      (General) to the Series Principal Collections Account. An amount equal
      to the product of

      
        (A) a fraction the numerator of which is the Class A
        Investor Interest and the denominator of which is the sum of (x) the
        Class A investor interests plus (y) for each Series issued prior
        to Series 2000-2 for which Class B was not a Seller Retained Class, the
        Class B investor interests for all outstanding Series in rapid
        amortization (after giving effect to provisions in the applicable Series
        Supplements substantially similar to the clauses preceding this clause
        (44)) and

        (B) the amount on deposit in the Excess Funding
        Account (General) before any withdrawals therefrom with respect to any
        other Series pursuant to a comparable clause in the applicable Series
        Supplements

      

      shall be withdrawn from the Excess Funding Account
      (General) and deposited into the Series Principal Collections Account.

      
      (45) Allocations of Series Principal Collections.
      An amount equal to the remaining amount on deposit in the Series
      Collections Account shall be withdrawn from the Series Collections Account
      and deposited into the Series Principal Collections Account.

    

  

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      (46) Class A Rapid Amortization Amount. An
      amount equal to the lesser of

      
        (A) the Class A Rapid Amortization Amount and

        (B) amounts on deposit in the Series Principal
        Collections Account

      

      shall be withdrawn from the Series Principal
      Collections Account and deposited into the Series Distribution Account.
      The amount by which the Class A Rapid Amortization Amount exceeds such
      deposit shall be the "Class A Rapid Amortization Amount
      Shortfall."

      
      (47) Class B Rapid Amortization Amount. On
      each Distribution Date on or after the Distribution Date on which the
      Class A Invested Amount is paid in full, an amount equal to the lesser of

      
        (A) the Class B Rapid Amortization Amount and

        (B) amounts on deposit in the Series Principal
        Collections Account

      

      shall be withdrawn from the Series Principal
      Collections Account and deposited into the Series Distribution Account.
      The amount by which the Class B Rapid Amortization Amount exceeds such
      deposit shall be the "Class B Rapid Amortization Amount
      Shortfall."

      
      (48) Class C Rapid Amortization Amount. On
      each Distribution Date on or after the Distribution Date on which the
      Class A and Class B Invested Amounts are paid in full, an amount equal to
      the lesser of

      
        (A) the Class C Rapid Amortization Amount and

        (B) amounts on deposit in the Series Collections
        Account

      

      shall be withdrawn from the Series Collections Account
      and deposited into the Series Distribution Account. The amount by which
      the Class C Rapid Amortization Amount exceeds such deposit shall be the
      "Class C Rapid Amortization Amount Shortfall."

      
      (49) Allocations from the Group Principal
      Collections Reallocation Account for the payment of the Class A Rapid
      Amortization Amount Shortfall. An amount equal to the lesser of

      
        (A) the Class A Rapid Amortization Amount Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          A Rapid Amortization Amount Shortfall and the denominator of which is
          the sum of the class rapid amortization amount shortfalls for all
          Classes with the same alphabetical designation for all Series in rapid
          amortization in the Group to which the Series established hereby
          belongs (after giving effect to provisions in the applicable Series
          Supplements substantially similar to the clauses preceding this clause
          (49)) and

        

      

    

  

          76



  
    
      
        
          (y) the amount on deposit in the Group Principal
          Collections Reallocation Account after all withdrawals therefrom with
          respect to any other Series in their controlled accumulation periods
          or controlled amortization period and before any withdrawals therefrom
          with respect to any other Series in their rapid amortization periods
          pursuant to a comparable clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Principal Collections
      Reallocation Account and deposited in the Series Distribution Account. The
      Class A Rapid Amortization Amount Shortfall will be reduced by the amount
      of such deposit.

      
      (50) Allocations from the Group Principal
      Collections Reallocation Account for the payment of the Class B Rapid
      Amortization Amount Shortfall. An amount equal to the lesser of

      
        (A) the Class B Rapid Amortization Amount Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          B Rapid Amortization Amount Shortfall and the denominator of which is
          the sum of the class rapid amortization amount shortfalls for all
          Classes with the same alphabetical designation for all Series in rapid
          amortization in the Group to which the Series established hereby
          belongs (after giving effect to provisions in the applicable Series
          Supplements substantially similar to the clauses preceding this clause
          (50)) and

          (y) the amount on deposit in the Group Principal
          Collections Reallocation Account after all withdrawals therefrom with
          respect to any other Series in their controlled accumulation periods
          or controlled amortization period and before any withdrawals therefrom
          with respect to any other Series in their rapid amortization periods
          pursuant to a comparable clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Principal Collections
      Reallocation Account and deposited in the Series Distribution Account. The
      Class B Rapid Amortization Amount Shortfall will be reduced by the amount
      of such deposit.

      
      (51) Allocations from the Group Principal
      Collections Reallocation Account for the payment of the Class C Rapid
      Amortization Amount Shortfall. An amount equal to the lesser of

      
        (A) the Class C Rapid Amortization Amount Shortfall
        and

        (B) the product of

        
          (x) a fraction the numerator of which is the Class
          C Rapid Amortization Amount Shortfall and the denominator of which is
          the sum of the class rapid amortization amount shortfalls for all
          Classes with the same alphabetical designation for all Series in rapid
          amortization in the Group to which the Series established hereby
          belongs (after giving effect to provisions in the applicable Series
          Supplements substantially similar to the clauses preceding this clause
          (51)); provided, however, that if any other Series (or multiple
          other Series) shall have more than one unrated class, the class rapid
          amortization amount 

        

      

    

  

          77



  
    
      
        
           shortfall to be used in the denominator for each
          such other Series shall be the class rapid amortization amount
          shortfall for the most senior unrated class for such Series for which
          the class rapid amortization shortfall is greater than zero and

          (y) the amount on deposit in the Group Principal
          Collections Reallocation Account after all withdrawals therefrom with
          respect to any other Series in their controlled accumulation periods
          or controlled amortization period and before any withdrawals therefrom
          with respect to any other Series in their rapid amortization periods
          pursuant to a comparable clause in the applicable Series Supplements

        

      

      shall be withdrawn from the Group Principal Collections
      Reallocation Account and deposited in the Series Distribution Account. The
      Class C Rapid Amortization Amount Shortfall will be reduced by the amount
      of such deposit.

      
      (52) Allocations of remaining Series Principal
      Collections. An amount equal to all remaining amounts on deposit in
      the Series Principal Collections Account shall be withdrawn from the
      Series Principal Collections Account and deposited into the Group
      Principal Collections Reallocation Account.

      
      (53) Additional Payment to Seller. An amount
      equal to all remaining amounts on deposit in the Collections Account,
      after all other withdrawals from such Account for any payment of any Class
      Controlled Amortization Amount or any Class Controlled Accumulation Amount
      for any Class of any Series in its Controlled Accumulation Period or
      Controlled Amortization Period, as applicable, shall be withdrawn from the
      Collections Account and paid to the Seller.

      
      (54) Payment to the Seller. An amount equal
      to the lesser of

      
        (A) the positive difference, if any, between the
        amount of the Seller Interest (determined as described below) and the
        Minimum Seller Interest and

        (B) the product of (i) any remaining amounts on
        deposit in the Group Principal Collections Reallocation Account and (ii)
        a fraction the numerator of which is the remaining amounts on deposit in
        the Group Principal Collections Reallocation Account and the denominator
        of which is the sum of the remaining amounts on deposit in all group
        principal collections reallocation accounts (including the Group
        Principal Collections Reallocation Account for the Group to which the
        Series established hereby belongs)

      

      shall be withdrawn from the Group Principal Collections
      Reallocation Account and paid to the Seller. If after such payment,
      amounts remain on deposit in the Group Principal Collections Reallocation
      Account, such amounts shall be deposited into the Excess Funding Account
      (General). For purposes of this provision, the Seller Interest shall be
      deemed to include (i) all amounts on deposit in all Group Principal
      Collections Reallocation Accounts after giving effect to clause (52) and
      all provisions similar to clause (52) in other Series Supplements, and
      (ii) all amounts deposited into the Excess Funding Account (SRC) and the
      Excess Funding Account (General) on such Distribution Date pursuant to the
      provisions of any other Series Supplements. This provision shall be
      applied before similar provisions for any previously issued Series.

    

  

  SECTION 9. Payments.

  78



  
    (a) Payments to the Investor Certificateholders.
    On each Distribution Date, after giving effect to deposits and allocations
    made pursuant to Section 8, the Servicer shall direct the Trustee to
    make the following additional deposits and withdrawals and to cause the
    Paying Agent to pay funds from the applicable Investor Account to or for the
    benefit of each Class of Investor Certificateholders as set forth below

    
      
      (1) Deposits of the Class A Modified Required
      Amount into the Series Interest Funding Account. An amount equal to
      the lesser of

      
        (A) the Class A Modified Required Amount and

        (B) the amount deposited in respect of the Class A
        Modified Required Amount into the Series Distribution Account on such
        Distribution Date pursuant to Section 8

      

      shall be withdrawn from the Series Distribution Account
      and deposited into the Series Interest Funding Account. The positive
      difference, if any, between the Class A Modified Required Amount and the
      amount of such deposit shall be the "Class A Monthly Deficiency
      Amount."

      
      (2) Deposits of the Class B Modified Required
      Amount into the Series Interest Funding Account. An amount equal to
      the lesser of

      
        (A) the Class B Modified Required Amount and

        (B) the amount deposited in respect of the Class B
        Modified Required Amount into the Series Distribution Account on such
        Distribution Date pursuant to Section 8

      

      shall be withdrawn from the Series Distribution Account
      and deposited into the Series Interest Funding Account. The positive
      difference, if any, between the Class B Modified Required Amount and the
      amount of such deposit shall be the "Class B Monthly Deficiency
      Amount."

      
      (3) Deposits of the Swap Trust Payments. An
      amount equal to the lesser of

      
        (A) the sum of the Swap Trust Payments or Class
        Coupon Floor Payments, as applicable, and

        (B) the amount deposited in respect of the Interest
        Rate Swaps or Class Coupon Floors, as applicable, into the Series
        Distribution Account on such Distribution Date pursuant to Section 8

      

      shall be withdrawn from the Series Distribution Account
      and deposited into the Series Interest Funding Account.

      
      (4) Deposits of the Class C Modified Required
      Amount into the Series Interest Funding Account. An amount equal to
      the lesser of

      
        (A) the Class C Modified Required Amount and

        (B) the amount deposited in respect of the Class C
        Modified Required Amount into the Series Distribution Account on such
        Distribution Date pursuant to Section 8

      

    

  

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      shall be withdrawn from the Series Distribution Account
      and deposited into the Series Interest Funding Account. The positive
      difference, if any, between the Class C Modified Required Amount and the
      amount of such deposit shall be the "Class C Monthly Deficiency
      Amount."

      
      (5) Payment of Series Interest. On each
      Interest Payment Date and Special Payment Date, the Servicer shall direct
      the Trustee to withdraw and cause the Paying Agent to pay the amount
      deposited into the Series Interest Funding Account with respect to each
      Class or Subclass since the preceding Interest Payment Date to the
      Investor Certificateholders of such Class or Subclass in accordance with
      Section 5.01 of the Pooling and Servicing Agreement.

      
      (6) Swap Trust Payments. On each Interest
      Payment Date and each Special Payment Date, the Servicer shall direct the
      Trustee to withdraw all amounts on deposit in the Series Interest Funding
      Account with respect to the Interest Rate Swaps and to pay such amounts to
      each Counterparty in accordance with the amount of the Swap Trust Payment
      payable to each Counterparty; provided, however, that if the amount
      on deposit in the Series Interest Funding Account with respect to the
      Interest Rate Swaps is less than the sum of the Swap Trust Payments on
      such Distribution Date, the Servicer shall direct the Trustee to pay each
      Counterparty an amount equal to the product of such amount on deposit in
      the Series Interest Funding Account with respect to the Interest Rate
      Swaps and a fraction the numerator of which is the Swap Trust Payment due
      to such Counterparty and the denominator of which is the sum of the Swap
      Trust Payments due on such Distribution Date.

      
      (7) Payment of the Class A Early Termination
      Premium or Class A Early Termination Premium Shortfall, as applicable. If
      applicable, an amount equal to the lesser of

      
        (A) the Class A Early Termination Premium or the
        Class A Early Termination Premium Shortfall, as applicable, and

        (B) the amount on deposit in respect of the Class A
        Early Termination Premium or the Class A Early Termination Premium
        Shortfall, as applicable, on such Distribution Date pursuant to Section
        8

      

      shall be withdrawn from the Series Distribution Account
      and paid to the Class A Investor Certificateholders.

      
      (8) Payment of the Class B Early Termination
      Premium or Class B Early Termination Premium Shortfall, as applicable. If
      applicable, an amount equal to the lesser of

      
        (A) the Class B Early Termination Premium or the
        Class B Early Termination Premium Shortfall, as applicable, and

        (B) the amount on deposit in respect of the Class B
        Early Termination Premium or the Class B Early Termination Premium
        Shortfall, as applicable, on such Distribution Date pursuant to Section
        8

      

      shall be withdrawn from the Series Distribution Account
      and paid to the Class B Investor Certificateholders.

    

  

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      (9) Payment of Series Monthly Servicing Fee.
      An amount equal to the lesser of

      
        (A) the sum of the Series Monthly Servicing Fee and
        all accrued but unpaid Series Monthly Servicing Fees as of the prior
        Distribution Date and

        (B) the amount on deposit in respect of the Series
        Monthly Servicing Fee in the Series Distribution Account on such
        Distribution Date pursuant to Section 8

      

      shall be withdrawn from the Series Distribution Account
      and paid to the Servicer.

      
      (10) Payment of the Series Monthly Servicing Fee
      Additional Funds Portion and the Series Monthly Servicing Fee Additional
      Funds Portion Shortfall, if applicable. If applicable, an amount equal
      to the lesser of

      
        (A) the sum of the Series Monthly Servicing Fee
        Additional Funds Portion and the Series Monthly Servicing Fee Additional
        Funds Portion Shortfall, if applicable, and

        (B) the amount on deposit in respect of the Series
        Monthly Servicing Fee Additional Funds Portion and the Series Monthly
        Servicing Fee Additional Funds Portion Shortfall, if applicable, in the
        Series Distribution Account on such Distribution Date pursuant to
        Section 8

      

      shall be withdrawn from the Series Distribution Account
      and paid to the Servicer.

      
      (11) Payment of the Third Party Credit
      Enhancement Fee. An amount equal to the lesser of

      
        (A) the Third Party Credit Enhancement Fee and

        (B) the amount on deposit in respect of the Third
        Party Enhancement Fee in the Series Distribution Account on such
        Distribution Date pursuant to Section 8

      

      shall be withdrawn from the Series Distribution Account
      and paid to the Trustee as administrator of the Third Party Credit
      Enhancement for application in accordance with the provisions of the Third
      Party Credit Enhancement Agreement.

      
      (12) Payment of the Series Pre-Funding Amount,
      if applicable. An amount equal to the amount on deposit in respect of
      the Series Pre-Funding Amount in the Series Distribution Account pursuant
      to Section 8 shall be withdrawn from the Series Distribution Account and
      paid to each Class, seriatim, in accordance with the following
      calculation: an amount equal to the product of (i) a fraction the
      numerator of which is the Class Investor Interest and the denominator of
      which is the Series Investor Interest and (ii) such amount on deposit.

      
      (13) Payment of Series Principal.

      
        (A) On each Principal Payment Date, an amount equal
        to the lesser of

        
          (x) the Class Controlled Amortization Amount for
          such Principal Payment Date, and

        

      

    

  

          81



  
    
      
        
          (y) the remaining amount on deposit in the Series
          Distribution Account on such Distribution Date pursuant to Section 8

        

        shall be withdrawn from the Series Distribution
        Account and shall be paid to each outstanding Class of Investor
        Certificateholders, seriatim, beginning with the most senior Class,
        pursuant to Section 5.01 of the Pooling and Servicing Agreement.

        (B) On each Principal Payment Date, an amount equal
        to the lesser of

        
          (x) the Class C Permitted Controlled Amortization
          Amount for such Principal Payment Date, and

          (y) the remaining amount on deposit in the Series
          Distribution Account on such Distribution Date pursuant to Section 8

        

        shall be withdrawn from the Series Distribution
        Account and shall be paid to the Class C Investor Certificateholders.

        (C) On each Special Payment Date, an amount equal to
        the remaining amount on deposit in the Series Distribution Account or
        the Series Principal Funding Account, as applicable, as of such Date
        pursuant to Section 8 shall be withdrawn from the Series Distribution
        Account or the Series Principal Funding Account, as applicable, and
        shall be paid to the Investor Certificateholders pursuant to Section
        5.01 of the Pooling and Servicing Agreement.

        (D) On each Class Expected Final Payment Date, an
        amount equal to the lesser of

        
          (x) the Class Invested Amount and

          (y) the amount deposited into the Series Principal
          Funding Account on such Distribution Date pursuant to Section 8

        

        shall be withdrawn from the Series Principal Funding
        Account and shall be paid to the Investor Certificateholders pursuant to
        Section 5.01 of the Pooling and Servicing Agreement.

      

    

    All amounts set forth in subsections (A), (C) and (D)
    above shall be paid to the Class A Investor Certificateholders until the
    Class A Invested Amount is reduced to zero; thereafter, such amounts shall
    be paid to the Class B Investor Certificateholders until the Class B
    Invested Amount is reduced to zero; thereafter, such amounts shall be paid
    to the Class C Investor Certificateholders until the Class C Invested Amount
    is reduced to zero, unless the Series Termination Date occurs prior to such
    date. In no event shall any amounts be paid with respect to any Class of
    Investor Certificates pursuant to this clause (13) in excess of the Class
    Invested Amount for such Class. Any amounts remaining on deposit in any of
    the Investor Accounts established for this Series after the Class Invested
    Amount for each Class has been reduced to zero shall be paid to the Seller.

    (b) Payments to the Seller and/or the Servicer.
    Notwithstanding the other provisions in Section 8 and this Section 9, any
    amounts payable to the Seller or to the Servicer on any Distribution Date
    pursuant to Section 8 and this Section 9 may be paid prior to such
    Distribution Date pursuant to Section 4.03(d) of the Pooling and Servicing
    Agreement.

  

    82



  SECTION 10. Third Party Credit Enhancement.

  
    (a) Initial Third Party Credit Enhancement. If
    applicable, the Servicer hereby represents with respect to the Initial Third
    Party Credit Enhancement and shall be deemed to represent with respect to
    any successor Third Party Credit Enhancement that (i) the Servicer has
    provided for the Third Party Credit Enhancement for the account of the
    Trustee and for the benefit of the Certificateholders, (ii) the Servicer has
    entered into a Third Party Credit Enhancement Agreement, (iii) the Third
    Party Credit Enhancement permits the Trustee or the Servicer, acting as the
    Trustee's attorney-in-fact or otherwise, to make Third Party Credit
    Enhancement Drawings from time to time in an amount up to the Total
    Available Third Party Credit Enhancement Amount at such time, for the
    purposes set forth in this Agreement and (iv) the Third Party Credit
    Enhancement and the respective Third Party Credit Enhancement Agreement may
    be terminated by the Trustee without penalty if the Servicer elects to
    obtain a successor Third Party Credit Enhancement and such election does not
    cause a Ratings Event.

    (b) Successor Third Party Credit Enhancement.

    
      (i) If the provider of the Third Party Credit
      Enhancement ceases to be a Qualified Third Party Credit Enhancement
      Provider, the Servicer shall exercise its best efforts to obtain a
      successor Third Party Credit Enhancement (a) which will be issued by a
      Qualified Third Party Credit Enhancement Provider and (b) with respect to
      which the representations set forth in Section 10(a) will be satisfied; provided,
      however, that the Servicer shall not be required to continue efforts
      to obtain a successor Third Party Credit Enhancement if the then existing
      Third Party Credit Enhancement Provider again becomes a Qualified Third
      Party Credit Enhancement Provider and remains such; and provided,
      further, that unless otherwise agreed to by the Rating Agencies, the
      Third Party Credit Enhancement and Third Party Credit Enhancement
      Agreement will not be terminated and no successor Third Party Credit
      Enhancement Provider shall be selected if the successor Third Party Credit
      Enhancement, the successor Third Party Credit Enhancement Agreement, or
      the selection of such successor Third Party Credit Enhancement Provider
      would cause a Ratings Event. The Servicer, the Trustee and the Seller
      shall promptly enter into any such successor Third Party Credit
      Enhancement Agreement, and the Servicer shall use its best efforts to
      secure the signature of any other required party to such agreement.

      (ii) The Servicer may elect, at any time, to obtain a
      successor Third Party Credit Enhancement, provided that such
      successor Third Party Credit Enhancement does not cause a Ratings Event.

      (iii) In any case, subject to the foregoing, any
      successor Third Party Credit Enhancement obtained by the Servicer need not
      consist of the same type of Third Party Credit Enhancement as the Initial
      Third Party Credit Enhancement, but may consist of a different type of
      facility, including, but not limited to, a reserve account, a cash
      collateral account, an irrevocable standby letter of credit, a surety bond
      or a combination of any of the above. Upon issuance of, or other provision
      for, any such successor Third Party Credit Enhancement, the Trustee may
      terminate the prior Third Party Credit Enhancement and the Third Party
      Credit Enhancement Agreement.

    

  

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  SECTION 11. Calculation of Investor Losses.

  
    (a) For each Distribution Date, the Servicer shall
    calculate the Class Investor Charged-Off Amount with respect to each Class,
    as of the end of the related Due Period.

    (b) On each Distribution Date, after giving effect to all
    allocations and deposits pursuant to Section 8, the Investor Charge-Off Loss
    shall equal the Class Cumulative Investor Charged-Off Amount with respect to
    any Class as of such Distribution Date.

  

  SECTION 12. Servicing Compensation. As compensation
  for its servicing activities hereunder and under the Pooling and Servicing
  Agreement and reimbursement of its expenses as set forth in Section 3.02 of
  the Pooling and Servicing Agreement, the Servicer shall be entitled to receive
  a monthly servicing fee with respect to the Series established hereby in
  respect of any Due Period (or portion thereof) prior to the earlier of (i) the
  date on which the Series Investor Interest is reduced to zero or (ii) the
  Series Termination Date. The Series Monthly Servicing Fee and the Series
  Monthly Servicing Fee Additional Funds Portion, if any, shall be paid to the
  Servicer on or before each Distribution Date pursuant to Section 8.

  SECTION 13. Class Coupon Cap Agreement and Class Coupon
  Floor Agreement.

  
    (a) The Servicer may obtain Class Coupon Cap Agreements
    in favor of the Trustee for the benefit of each Class or Subclass that does
    not have a fixed Certificate Rate or Embedded Coupon Cap. If applicable,
    each such Class Coupon Cap Agreement shall provide that (i) the Trust shall
    not be required to make any payments thereunder and (ii) the Trust shall be
    entitled to receive payments (determined in accordance with such Class
    Coupon Cap Agreement) from the Coupon Cap Provider on an Interest Payment
    Date if LIBOR or the Commercial Paper Rate (or such other index as
    determined by the Servicer, a "Substitute Index"), as applicable,
    for the related Calculation Period exceeds the Class Coupon Cap for the
    applicable Class or Subclass. Any Class Coupon Cap Payment shall be made in
    accordance with Sections 8 and 9.

    (b) The Servicer may cause the Trust to sell Class Coupon
    Floor Agreements concurrently with its acquisition of Class Coupon Cap
    Agreements and shall apply the proceeds of such sale to the acquisition of
    such Class Coupon Cap Agreements. The Class Coupon Floor Agreements will
    require the Trust to make payments to the Coupon Floor Purchaser on an
    Interest Payment Date if LIBOR, the Commercial Paper Rate or a Substitute
    Index, as applicable, for the related Calculation Period is less than the
    Class Coupon Floor for the applicable Class or Subclass. Any Class Coupon
    Floor Payment shall be made in accordance with Sections 8 and 9.

    (c) The Trustee hereby appoints the Servicer to perform
    the duties of the calculation agent under the Class Coupon Cap Agreement and
    the Class Coupon Floor Agreement and the Servicer accepts such appointment.

    (d) The Servicer may at any time direct the Trustee to
    terminate any Class Coupon Cap Agreement if such termination is permitted at
    such time under the terms of the applicable Class Coupon Cap Agreement. Any
    proceeds of such termination or sale shall, at the Servicer's election,
    either be (i) used to obtain a replacement Class Coupon Cap Agreement or
    (ii) applied as a Class Coupon Cap Payment in accordance with Section 8.

  

    84



  SECTION 14. Interest Rate Swaps. The Servicer may
  obtain Interest Rate Swaps in a form approved by the Servicer to be entered
  into by the Trustee not in its personal capacity but solely for the benefit of
  the Investor Certificateholders; provided that the sum of the Swap
  Notional Amounts for such Interest Rate Swaps shall not exceed the Class A and
  Class B Invested Amount for this Series and the Swap Rate shall not exceed the
  maximum Swap Rate set forth in the Series Term Sheet. Pursuant to the terms of
  the Interest Rate Swap, the Trustee is to receive payment from the Swap
  Counterparty prior to 10:00 a.m. Chicago time on any Distribution Date of the
  amount of any Swap Counterparty Payment to be paid by the Swap Counterparty on
  such Distribution Date. If the Trustee does not receive such payment by 10:00
  a.m. Chicago time on such Distribution Date, the Trustee shall attempt to
  determine from the Swap Counterparty the reasons therefore and whether such
  payment is to be made by the Swap Counterparty on such Distribution Date. If
  the Interest Rate Swap has not been terminated and the Trustee has not
  received any Swap Counterparty Payment due on the related Distribution Date
  prior to 4:00 p.m. Chicago time on such Distribution Date, (i) the
  Trustee shall notify the Servicer of such fact prior to 4:15 p.m. Chicago time
  on such Distribution Date, and (ii) the Trustee shall revise the
  Investors Monthly Certificateholders Statement required by Section 15 hereof
  to reflect that the Swap Counterparty Payment was not received by the Trustee
  for such Distribution Date.

  SECTION 15. Investor Certificateholders' Monthly
  Statement. On each Distribution Date, the Paying Agent shall forward to
  each Certificateholder of the Series established hereby a statement
  substantially in the form of Exhibit B prepared by the Servicer and executed
  by the Trustee setting forth the information listed thereon.

  SECTION 16. Monthly Servicer Certificate. On or
  before the second Business Day preceding each Distribution Date, the Servicer
  shall forward to the Seller, the Trustee and the Paying Agent a certificate of
  a Servicing Officer substantially in the form of Exhibit C setting forth the
  information listed thereon.

  SECTION 17. Additional Rapid Amortization Events. If
  any one of the following events shall occur:

  
    (a) failure on the part of the Seller (i) to make any
    payment or deposit required by the terms of this Agreement or the Pooling
    and Servicing Agreement on or before the date occurring five Business Days
    after the date such payment or deposit is required to be made or (ii) duly
    to observe or perform in any material respect any other material covenants
    or agreements of the Seller set forth in this Agreement or the Pooling and
    Servicing Agreement, which continues unremedied for a period of 60 days
    after the date on which written notice of such failure, requiring the same
    to be remedied, shall have been given to the Seller by the Trustee, or to
    the Seller and the Trustee by the Investor Certificateholders evidencing
    Fractional Undivided Interests aggregating not less than 25% of the Class
    Invested Amount of any Class of any Series materially adversely affected
    thereby;

    (b) any representation or warranty made by the Seller in
    this Agreement or the Pooling and Servicing Agreement or any information
    contained in Schedule 1 of the Pooling and Servicing Agreement shall prove
    to have been incorrect in any material respect when made or when delivered,
    which representation, warranty or Schedule 1 continues to be incorrect in
    any material respect for a period of 60 days after the date on which written
    notice of such failure, requiring the same to be remedied, shall have been
    given to the Seller by the Trustee, or to the Seller and the Trustee by the
    Holders of Investor Certificates evidencing Fractional Undivided Interests
    aggregating not less than 25% of the Class Invested Amount of any Class of
    any Series materially adversely affected thereby;

  

    85



  
    (c) the Seller shall become unable for any reason to
    transfer Receivables to the Trust in accordance with the provisions of the
    Pooling and Servicing Agreement and such inability shall continue for five
    Business Days;

    (d) any Servicer Termination Event shall occur that would
    have a material adverse effect on the Investor Certificateholders;

    (e) the Trust shall become an "investment
    company" within the meaning of the Investment Company Act of 1940, as
    amended;

    (f) the amount of Principal Receivables in the Trust at
    the end of any Due Period shall be less than the Minimum Principal
    Receivables Balance and the Seller shall have failed to assign Principal
    Receivables in Additional Accounts or Participation Interests to the Trust
    on behalf of the Seller in at least the amount of such deficiency by the
    Distribution Date related to the second subsequent Due Period (for purposes
    of this clause (f) the amount of Principal Receivables in Additional
    Accounts shall be determined as of the last day of the Due Period preceding
    the assignment of such Principal Receivables to the Trust); or

    (g) there shall have been three Distribution Dates on
    which the Net Yield is less than the Base Rate since the later of the Series
    Closing Date or the last Distribution Date on which the Investor Loss for
    each Class of the Series equaled zero;

    then

    
      (x) in the case of any event described in subparagraphs
      (a), (b) or (d) after any applicable grace period set forth in such
      subparagraphs, either the Trustee or the Holders of Investors Certificates
      evidencing Fractional Undivided Interests aggregating not less than 51% of
      the Series Investor Interest by notice then given in writing to the Seller
      and the Servicer (and to the Trustee if given by the Investor
      Certificateholders) may declare that an amortization event (a "Rapid
      Amortization Event") has occurred with respect to the Series
      established hereby as of the date of such notice;

      (y) in the case of any event described in subparagraph
      (c), (e) or (f), a Rapid Amortization Event shall occur with respect to
      all Series of Investor Certificates, immediately upon the occurrence of
      such event; and

      (z) in the case of any event described in subparagraph
      (g), a Rapid Amortization Event shall occur with respect to the Investor
      Certificates of the Series established hereby, immediately upon the
      occurrence of such event.

    

  

  SECTION 18. Purchase of Investor Certificates and Series
  Termination. If the Servicer determines that, as of any Distribution Date
  during the Rapid Amortization Period, or after the Class B Expected Final
  Payment Date (after giving effect to any allocations or deposits calculated
  pursuant to Section 8 made on such Distribution Date) the Series Investor
  Interest less (i) the Class Investor Interest with respect to any
  Seller-Owned Class and (ii) the Supplemental Cash allocable to the Class A
  Investor Interest or Class B Investor Interest of the Series established
  hereby, will be less than or equal to 10% of the Series Initial Investor
  Interest minus the Class Initial Investor Interest with respect to any
  Class that was a Seller-Owned Class on the Series Closing Date, the Seller may
  purchase and cancel the Investor Certificates of the Series established hereby
  by depositing into the Series Distribution Account, on such Distribution 

  86



   Date,
  an amount equal to the Series Investor Interest (plus all accrued but
  unpaid Certificate Interest and all funds on deposit in the Series Principal
  Funding Account) as of the last day of the Due Period related to such
  immediately succeeding Distribution Date; provided, however,
  that the Seller may not purchase and cancel any Investor Certificates
  representing a Seller-Owned Class (except as otherwise provided in Section 8)
  until all Classes of Investor Certificates senior to such Seller-Owned Class
  have been purchased and cancelled. The amount deposited pursuant to this
  Section 18 that is allocable to the Investor Certificateholders shall be paid
  to the Investor Certificateholders pursuant to Section 12.02 of the Pooling
  and Servicing Agreement on the Distribution Date related to such deposit. All
  Investor Certificates of the Series established hereby that are purchased by
  the Seller pursuant to this Section 18 shall be delivered upon such purchase
  by the Seller to, and shall be cancelled by, the Transfer Agent and shall be
  disposed of in a manner satisfactory to the Trustee and the Seller.

  SECTION 19. Variable Accumulation Period.

  
  
  (a) If the Series Term Sheet for the Series established
  hereby so provides, the Servicer may elect, by written notice to the Trustee,
  the Seller, the Rating Agencies and the Third Party Credit Enhancement
  Provider, to delay the commencement of the Controlled Accumulation Period and,
  if applicable, to delay or accelerate the accumulation of Class B principal,
  and extend the length of the Revolving Period, subject to the conditions set
  forth in this Section 19; provided, however, that the Controlled
  Accumulation Period shall commence no later than the first day of the Due
  Period related to the Class A Expected Final Payment Date; and provided,
  further, that the accumulation of Class B principal shall not commence
  more than three Distribution Dates prior to the Class B Expected Final Payment
  Date unless Standard & Poor's has confirmed in writing that it will not
  lower or withdraw its rating on any Class of any Series then outstanding as a
  result of such accumulation. Any such election by the Servicer shall be made
  no later than the last day of the last scheduled Due Period of the Revolving
  Period (including any prior extension of the Revolving Period pursuant to this
  Section 19); provided, however, that the Servicer may elect to
  accelerate accumulation of Class B principal at any time, so long as such
  election is made no later than the last day of the Due Period related to the
  first Distribution Date on which a Class B principal deposit will be made. The
  Servicer may make such election only if the following conditions are
  satisfied: (i) the Servicer shall have delivered to the Trustee a certificate
  to the effect that the Servicer reasonably believes that the delay in the
  commencement of the Controlled Accumulation Period and, if applicable, the
  delay or acceleration of the accumulation of Class B principal, would not
  result in the Class Invested Amount with respect to any Class of the Series
  established hereby not being paid in full on the relevant Class Expected Final
  Payment Date, a copy of which will have been provided to the Rating Agencies;
  (ii) the amount to be deposited in the Series Principal Funding Account in
  respect of the Class Controlled Accumulation Amount for each Class on each
  Distribution Date shall have been specified; and (iii) the sum of the Class
  Controlled Accumulation Amounts so specified for each Class for each
  Distribution Date occurring on or prior to the applicable Class Expected Final
  Payment Date shall equal the applicable Class Initial Investor Interest.

  (b) If, on or prior to the date on which the Servicer
  elects to delay the commencement of the Controlled Accumulation Period and, if
  applicable, the accumulation of Class B principal, SRFG has entered into a
  commitment to sell a new Series to one or more third parties, the Servicer may
  consider the issuance of such new Series and the availability of proceeds
  therefrom in delivering the certificate required pursuant to subsection (a)(i)
  above; provided, however, that the Servicer shall only consider
  such commitment in delivering such certificate if the following conditions are
  satisfied:

  

  87



  
  
    (i) the Servicer has no reason to believe that the
    conditions to issue a new Series set forth in Section 6.07 will not be able
    to be satisfied at the time such new Series is scheduled to be sold pursuant
    to the commitment;

    (ii) each of the Rating Agencies has confirmed in writing
    that it will not lower or withdraw its ratings of any Class of Investor
    Certificates of the Series established hereby if the Servicer relies on such
    commitment to issue such certificate;

    (iii) the commitment requires the applicable third
    parties to purchase the new Series, or the applicable Investor Certificates
    thereof, no later than the Class A Expected Final Payment Date, subject to
    reasonable closing conditions; and

    (iv) the Seller has agreed in writing to deposit a
    specified amount of proceeds from such sale into the Series Principal
    Funding Account for the Series established hereby on the date such proceeds
    are received.

  

  (c) If the Servicer has elected to delay the commencement
  of the Controlled Accumulation Period, or, if applicable, to delay or
  accelerate the accumulation of Class B principal, the Seller shall not be
  permitted to require reassignment to it of Receivables from the Trust pursuant
  to Section 2.09 of the Pooling and Servicing Agreement or to terminate any
  commitment relied on by the Servicer pursuant to subsection (b) above unless
  the Servicer shall have delivered to the Trustee a certificate to the effect
  that the Servicer reasonably believes that the reassignment of the Receivables
  or termination of such commitment would not result in the Class Invested
  Amount with respect to any Class of the Series established hereby not being
  paid in full on the relevant Class Expected Final Payment Date.

  

  SECTION 20. Series Yield Factor. The Series Yield
  Factor for the Series established hereby initially shall be the Series Yield
  Factor set forth in the Series Term Sheet. The Servicer may change the Series
  Yield Factor upon 20 days prior written notice to the Trustee, the Seller, the
  Third Party Credit Enhancement Provider and the Rating Agencies, provided
  that the following conditions are satisfied: (i) the Series Yield Factor may
  not be reduced below the initial Series Yield Factor; (ii) the Servicer shall
  have delivered to the Trustee a certificate to the effect that the Servicer
  reasonably believes that the change in the Series Yield Factor would not (x)
  result in any delay in the payment of principal to the Investor
  Certificateholders of any Series then outstanding, or (y) cause a Rapid
  Amortization Event to occur with respect to any Series then outstanding; and
  (iii) the Rating Agencies shall have advised the Servicer and the Seller that
  such change in the Series Yield Factor would not cause a Ratings Event. Any
  such change shall be effective as of the first day of the Due Period specified
  in the notice of the Servicer. Series Yield Collections, if any, shall be
  treated as a "Series Additional Allocable Amount."

  88



  SECTION 21. Issuance of Additional Investor Certificates.

  
    (a) During the Revolving Period, the Seller may, in its
    discretion and subject to the terms of subsection (b) below, request the
    Trustee to issue additional investor certificates of each Class (each such
    additional certificates, the "Additional Certificates") for the
    Series established hereby in an amount and on the date (the "Additional
    Certificate Date") determined by the Seller. Upon issuance, the
    Additional Certificates will be identical in all respects (except that the
    principal amount of such Additional Certificates may be different) to the
    Investor Certificates currently outstanding and will be equally and ratably
    entitled to the benefits of this Series Supplement and the Pooling and
    Servicing Agreement. The outstanding principal amounts of all Classes of the
    Series established hereby and the size of the Series Third Party Credit
    Enhancement, if any, shall be increased pro rata. The percentage of the
    Series Third Party Credit Enhancement for each outstanding Class of such
    Series shall not change upon the issuance of the Additional Certificates.
    The Class Controlled Accumulation Amount or Class Controlled Amortization
    Amount, as applicable, for each Class of such Series shall be increased
    proportionally to reflect the additional amount of Class A, Class B and
    Class C Certificates for such Series represented by the Additional
    Certificates.

    (b) Additional Certificates shall only be issued upon
    satisfaction of all of the following conditions:

    
      (i) On or before the fifth Business Day immediately
      preceding the date on which the Additional Certificates are to be issued,
      the Seller shall give notice to the Trustee, the Servicer and the Rating
      Agencies of such issuance and the date upon which it is to occur;

      (ii) After giving effect to the addition of the
      Additional Certificates to the Series, the total amount of Principal
      Receivables in the Trust shall be greater than or equal to the Minimum
      Principal Receivables Balance;

      (iii) The Seller shall have delivered evidence of the
      proportional increase in the Series Third Party Credit Enhancement to the
      Trustee and the Rating Agencies;

      (iv) On or before the Additional Certificate Date, the
      Trustee shall have been advised in writing by the Rating Agencies that the
      issuance of the Additional Certificates will not cause a Ratings Event;

      (v) The Seller shall have delivered to the Trustee an
      Officer's Certificate dated as of the Additional Certificate Date, stating
      that the Seller reasonably believes that the issuance of such Additional
      Certificates will not have a material adverse effect on any outstanding
      Class of the Series affected by such issuance;

      (vi) As of the Additional Certificate Date, the amount
      of Investor Loss for all Classes of such Series shall be zero; and

      (vii) The Seller shall have delivered to the Trustee a
      Tax Opinion with respect to such issuance.

    

  

  SECTION 22. Sale or Transfer of Seller-Owned Classes.
  On any date that is at least two months prior to the start of the Controlled
  Accumulation Period or Controlled Amortization Period, as applicable, the
  Seller may, in its discretion and subject to the terms of this Section 22,
  sell or transfer any Seller-Owned 

  89



   Class of Investor Certificates (the
  "Purchased Class") of the Series established hereby (the
  "Seller-Owned Class Purchase Date"), and increase the Certificate
  Rate for such Purchased Class in connection with such sale or transfer, upon
  satisfaction of the following conditions:

  
    
      (i) On or before the fifth Business Day immediately
      preceding the Seller-Owned Class Purchase Date, the Seller shall give
      notice to the Trustee, the Servicer and the Rating Agencies of such sale
      or transfer, the Seller-Owned Class Purchase Date, and the increase in the
      Certificate Rate for such Purchased Class, if any;

      (ii) On or before the Seller-Owned Class Purchase Date,
      the Trustee shall have been advised in writing by the Rating Agencies that
      the sale or transfer of the Purchased Class and the increase in the
      Certificate Rate for such Purchased Class, if any, will not cause a
      Ratings Event;

      (iii) On or before the Seller-Owned Class Purchase
      Date, the Seller shall have delivered to the Trustee an Officer's
      Certificate dated as of the Seller-Owned Class Purchase Date, stating that
      the Seller reasonably believes that the sale of such Seller-Owned Class
      will not have a material adverse effect on any other outstanding Class of
      the Series;

      (iv) As of the Seller-Owned Class Purchase Date, the
      amount of Class Investor Loss for all Classes of this Series shall be
      zero;

      (v) The Holders of the Purchased Class shall have
      agreed that they shall not be entitled to principal payments with respect
      to such Purchased Class until the Class Investor Interest for all Classes
      senior to such Purchased Class have been reduced to zero;

      (vi) No Rapid Amortization Event with respect to this
      Series shall have occurred; and

      (vii) The Seller shall have delivered to the Trustee a
      Tax Opinion with respect to the Purchased Class.

    

  

  Any such Seller-Owned Class sold pursuant to this Section
  22 shall no longer be considered an Seller-Owned Class.

  SECTION 23. Paired Series. If the Series Term Sheet
  for the Series established hereby so provides, the Seller may issue a
  subsequent Series of investor certificates (the "Paired Series")
  that is linked with the Series established hereby. Under certain
  circumstances, a Paired Series may affect the timing and amount of principal
  collections available for the Series established hereby.

  SECTION 24. Monthly Deposits. If at any time the
  short-term debt rating of Sears is reduced below A-1/P-1 by Standard &
  Poor's or Moody's, as applicable, or if at any time Sears is not the Servicer,
  the Servicer shall deposit, with respect to this Series, an amount into the
  Collections Account equal to the following:

  
    (a) On the third Business Day of each month an amount equal to the sum of
    the Class Modified Required Amounts for all Classes of this Series for the
    related Distribution Date; provided that for any date prior to the
    applicable LIBOR Determination Date, the Class Modified Required Amount for
    each Class for the related Distribution Date shall be deemed to be 120% of
    the Class Modified Required Amount for such Class for the immediately
    preceding Distribution Date; and 

  

    90



  
     provided, further that the Servicer
    shall deposit on the LIBOR Determination Date the positive difference, if
    any, between the amount so deposited on the third Business Day of the month
    and the sum of the Class Modified Required Amounts for all Classes for this
    Series;

    (b) On the third Business Day of each month if such month
    is in the Controlled Accumulation Period, the sum of the Class A Controlled
    Accumulation Amount and the Class B Controlled Accumulation Amount for the
    related Distribution Date; and

    (c) On the third Business Day of each month if such month
    is in the Rapid Amortization Period, an amount equal to the lesser of (i)
    the estimated Series Principal Collections that the Servicer reasonably
    expects to collect on behalf of the Trust during such month and (ii) the sum
    of the Class A Investor Interest and the Class B Investor Interest;

  

  
  provided, however, that the Servicer shall only
  be required to deposit such amounts to the extent that it reasonably believes
  that it will collect an amount equal to such amounts on behalf of the Trust
  with respect to this Series during such month; provided, further,
  that the Servicer may require the Trustee to withdraw from the Collections
  Account and pay to it on the first day of the succeeding month, and the
  Trustee shall so withdraw and pay, any amount by which the amount so deposited
  exceeds the sum of Series Finance Charge Collections and Series Principal
  Collections actually collected by the Servicer on behalf of the Trust during
  such month; and provided, further, that the Servicer may,
  instead of depositing the amounts described on the dates specified above, or
  shall, if the Servicer expects to be unable to deposit amounts described above
  on the dates specified above, (x) deposit with respect to each Business Day of
  the month an amount equal to the sum of the Series Finance Charge Collections
  and Class C Principal Collections actually received on such Business Day,
  until the amount so deposited equals the amount in clause (a), and (y) if such
  month is during the Controlled Accumulation Period or the Rapid Amortization
  Period, deposit with respect to each Business Day of the month an amount equal
  to the sum of the Class A and Class B Principal Collections, plus Class
  C Principal Collections in excess of those deposited pursuant to clause (x),
  actually received on such Business Day, until the amount so deposited equals
  the amount in clause (b), if such Business Day is during the Controlled
  Accumulation Period, or until the amount so deposited equals the sum of the
  Class A Investor Interest and the Class B Investor Interest, if such Business
  Day is during the Rapid Amortization Period, in each case no later than two
  Business Days after the Date of Processing of such Collections.

  In the event that on any day following the LIBOR
  Determination Date with respect to the Interest Accrual Period immediately
  preceding any Distribution Date, amounts deposited in the Collections Account
  with respect to clause (a) of this Section exceed the sum of the Class
  Modified Required Amounts for all Classes of this Series, then the Trustee
  shall, if so instructed in writing by the Servicer, withdraw the amount of
  such excess from the Collections Account and transfer it to the Servicer.

  SECTION 25. Ratification of Pooling and Servicing
  Agreement. As supplemented and amended by this Series Supplement, the
  Pooling and Servicing Agreement is in all respects ratified and confirmed and
  the Pooling and Servicing Agreement as so supplemented by this Series
  Supplement shall be read, taken, and construed as one and the same instrument.

  SECTION 26. Counterparts. This Series Supplement may
  be executed in any number of counterparts, each of which so executed shall be
  deemed to be an original, but all of such counterparts shall together
  constitute but one and the same instrument.

  91



  SECTION 27. Book-Entry Certificates. The Class C
  Investor Certificate shall not be issued as book-entry certificates pursuant
  to Section 6.02 of the Pooling and Servicing Agreement unless (i) the Class C
  Certificate shall be sold or transferred pursuant to Section 22 and (ii) the
  Seller shall so elect.

  
  SECTION 28. Governing Law. This Series Supplement
  shall be construed in accordance with the internal laws of the State of New
  York, without reference to its conflict of law provisions, and the
  obligations, rights and remedies of the parties hereunder shall be determined
  in accordance with such laws.

  
  Section 29. Perfection Representations. The
  representations, warranties and covenants set forth in Schedule 1
  attached hereto shall be a part of this Series Supplement for all purposes.

  92



  EXHIBIT A-1

  FORM OF CLASS A CERTIFICATE

  [FORM OF THE FACE OF THE CLASS A CERTIFICATES]

  UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN
  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS
  AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A
  CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
  OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
  TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER
  ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
  COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
  OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
  & CO., HAS AN INTEREST HEREIN.



  
  	
        NO. 1
	
        $[_]

	 	
        CUSIP NO. [_]

	 	
        ISIN [_]



  



 

 

FLOATING RATE CLASS A MASTER TRUST CERTIFICATE, SERIES 2002-5

SEARS CREDIT ACCOUNT MASTER TRUST II

SRFG, INC.

SELLER

SEARS, ROEBUCK AND CO.

SERVICER

(NOT AN INTEREST IN OR OBLIGATION OF SRFG, INC., SEARS
NATIONAL BANK OR SEARS, ROEBUCK AND CO.)

This certifies that CEDE & CO. (the "Class A
Certificateholder") is the registered owner of a Fractional Undivided
Interest in Sears Credit Account Master Trust II (the "Trust"), the
corpus of which consists of a portfolio of receivables (the
"Receivables") existing as of the Cut-Off Date (or, with respect to
Receivables in Additional Accounts, as of the applicable Additional Account
Cut-Off Date) or thereafter created under certain open-end retail charge plans
for specified Persons (the "Accounts") originated by Sears, Roebuck
and Co., a New York corporation ("Sears") or its affiliates, and
transferred to SRFG, Inc., a Delaware corporation ("SRFG"), all monies
due or to become due with respect thereto, all Participation Interests, if any,
all benefits under any Credit Enhancement with respect to any series of investor
certificates issued from time to time, to the extent applicable, all proceeds
(as defined in Article 9 of the Uniform Commercial Code as in effect in the
State of New York) of such Receivables, and Insurance Proceeds, if any, relating
thereto, pursuant to a Pooling and Servicing Agreement, dated as of July 31,
1994, as amended (the "Pooling and Servicing Agreement"), by and among
Sears as Servicer, SRFG as Seller and The Bank 

A-1-1



 of New York, as successor to Bank
One, National Association (formerly The First National Bank of Chicago), as
trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth below. Reference is hereby made to the further
provisions of this Class A Certificate set forth on the reverse hereof, and such
further provisions shall for all purposes have the same effect as if set forth
at this place.

This Class A Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or any amendment thereto, or the
Series Supplement, dated as of December 3, 2002 (the "Series
Supplement"), by and among the Trustee, Sears and SRFG or any amendment
thereto, or become vested or obligatory for any purpose until the certificate of
authentication hereon shall have been signed by or on behalf of the Trustee
under the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, SRFG has caused this Class A Certificate
to be duly executed and authenticated.

 


 
	
      SRFG, INC.

	 
	
      By:_____________________________________

      Name:

      Title:





 

A-1-2



[FORM OF THE REVERSE OF THE CLASS A CERTIFICATES]

[For a Bullet Structure]

It is the intent of SRFG and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes only, the
Investor Certificates will be evidence of indebtedness. SRFG and the Class A
Certificateholder, by the acceptance of this Class A Certificate, agree to treat
this Class A Certificate for federal, state and local income and franchise tax
purposes as indebtedness secured by the Receivables and other assets held in the
Trust.

To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement or the
Series Supplement. This Class A Certificate is issued under and is subject to
the terms, provisions and conditions of the Pooling and Servicing Agreement and
the Series Supplement, to which Pooling and Servicing Agreement and Series
Supplement, as each may be amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound.

This Class A Certificate is one of a series of Certificates
entitled "Floating Rate Class A Master Trust Certificates, Series
2002-5" (the "Class A Certificates"), each of which represents a
Fractional Undivided Interest in the Trust, including the right to receive the
Collections and other amounts at the times and in the amounts specified in the
Pooling and Servicing Agreement and the Series Supplement to be deposited in the
Investor Accounts with respect to Sears Credit Account Master Trust II, Series
2002-5 or paid to the Class A Certificateholders. Also issued under the Pooling
and Servicing Agreement and the Series Supplement are Investor Certificates
designated as "Floating Rate Class B Master Trust Certificates, Series
2002-5" (the "Class B Certificates") and "Class C Master
Trust Certificates, Series 2002-5" (the "Class C Certificates").
The Class A Certificates, the Class B Certificates and the Class C Certificates
are collectively referred to herein as the Investor Certificates.

The aggregate interest represented by the Class A
Certificates at any time in the assets of the Trust shall not exceed an amount
equal to the Class A Investor Interest at such time, plus accrued but
unpaid Certificate Interest for the Class A Certificates and any interest
thereon. The Class Initial Investor Interest of the Class A Certificates is
$750,000,000. The Class A Invested Amount on any Distribution Date will be an
amount equal to the Class A Initial Investor Interest minus the sum of
(a) the aggregate amount of payments of Certificate Principal paid to the Class
A Certificateholders prior to such Distribution Date, (b) the aggregate amount
of Investor Losses for such Class not reimbursed prior to such Distribution Date
and (c) the aggregate amount of losses of principal on investments of funds on
deposit for the benefit of such Class in the Series Principal Funding Account.
In addition to the Investor Certificates, a Seller Certificate has been issued
pursuant to the Pooling and Servicing Agreement which represents, at any time,
the undivided interest in the Trust not represented by the Investor Certificates
or the investor certificates of any other series of investor certificates then
outstanding. Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Seller may from time to time direct the Trustee, on behalf of the
Trust, to issue one or more new series of investor certificates, which will
represent Fractional Undivided Interests in the Trust.

During the Revolving Period, which begins on the day
following the Series Cut-Off Date, and during the Controlled Accumulation
Period, Certificate Interest will be distributed on the 15th day of each
calendar month with respect to interest accrued during the preceding Interest
Accrual Period, commencing in January 2003, or if such 15th day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution
Date"), to the Class A Certificateholders of record as of the last day of
the month preceding 

A-1-3



 the related Distribution Date. Principal on the Class A
Certificates is scheduled to be paid in a single payment on the Distribution
Date in November 2005 (the "Class A Expected Final Payment Date"), but
may be paid sooner or later and in installments if a Rapid Amortization Event
occurs. During the Rapid Amortization Period, if any, Certificate Interest and
Certificate Principal collected by the Servicer will be distributed to the Class
A Certificateholders on the Distribution Date of each calendar month, commencing
in the month following the commencement of the Rapid Amortization Period. In any
event, the final payment of principal will be made no later than the first
Business Day following the Distribution Date in November 2009 (the "Series
Termination Date").

The amount to be distributed on each Distribution Date to the
holder of this Class A Certificate will be equal to the product of (a) the
percentage equivalent of a fraction, the numerator of which is the portion of
the Class A Initial Investor Interest evidenced by this Class A Certificate and
the denominator of which is the Class A Initial Investor Interest and (b) the
aggregate of all payments to be made to the Class A Certificateholders on such
Distribution Date. Distributions with respect to this Class A Certificate will
be made by the Paying Agent by check mailed to the address of the Class A
Certificateholder of record appearing in the Certificate Register (except for
the final distribution in respect of this Class A Certificate) without the
presentation or surrender of this Class A Certificate or the making of any
notation thereon, except that with respect to Class A Certificates registered in
the name of CEDE & CO., the nominee registrant for The Depository Trust
Company, distributions will be made in the form of immediately available funds.

This Class A Certificate does not represent an obligation of,
or an interest in, SRFG or the Servicer. This Class A Certificate is limited in
right of payment to certain Collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement
and the Series Supplement.

The Pooling and Servicing Agreement permits, with certain
exceptions, the amendment and modification of the rights and obligations of the
Servicer, and the rights of Investor Certificateholders under the Pooling and
Servicing Agreement and Series Supplement, at any time by the Servicer, the
Seller and the Trustee in certain cases (some of which require written
confirmation from the Rating Agencies that such amendment will not cause a
Ratings Event) without the consent of the Investor Certificateholders, and in
all other cases with the consent of the Investor Certificateholders owning
Fractional Undivided Interests aggregating not less than 66-2/3% of the Class
Invested Amount of each such affected Class (and with written confirmation from
the Rating Agencies that such amendment will not cause a Ratings Event); provided,
however, that no such amendment shall (a) increase or reduce in any manner
the amount of, or delay the timing of, distributions which are required to be
made on any Investor Certificate without the consent of the affected Investor
Certificateholders or (b) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of each Investor Certificateholder of
each affected Class then of record. Any such amendment and any such consent by
the Class A Certificateholder shall be conclusive and binding on such Class A
Certificateholder and upon all future Holders of this Class A Certificate and of
any Class A Certificate issued in exchange hereof or in lieu hereof whether or
not notation thereof is made upon this Class A Certificate.

The transfer of this Class A Certificate shall be registered
in the Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class A Certificateholder or such Class A Certificateholder's attorney
duly authorized in writing, and thereupon one or more new Class A Certificates 

A-1-4




of authorized denominations and for the same aggregate Fractional Undivided
Interest will be issued to the designated transferee or transferees.

As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, Class A Certificates are
exchangeable for new Class A Certificates evidencing like aggregate Fractional
Undivided Interests, as requested by the Class A Certificateholder surrendering
such Class A Certificates. No service charge may be imposed for any such
exchange but the Servicer or Transfer Agent and Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.

The Servicer, the Trustee, the Paying Agent and the Transfer
Agent, and any agent of any of them, may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Servicer, the Trust nor the Trustee, the Paying Agent, the Transfer
Agent, nor any agent of any of them or any such agent shall be affected by
notice to the contrary except in certain circumstances described in the Pooling
and Servicing Agreement.

Subject to certain conditions in the Pooling and Servicing
Agreement and the Series Supplement, if the principal of the Investor
Certificates has not been paid in full prior to the Series Termination Date, the
obligations created by the Pooling and Servicing Agreement and the Series
Supplement with respect to the Investor Certificates shall terminate on the
Series Termination Date.

A-1-5



[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Class A Certificates referred to in the
within mentioned Pooling and Servicing Agreement and Series Supplement.

 


 
	
      THE BANK OF NEW YORK

      as Trustee

	 
	
      By:_______________________________________

      Authorized Officer





A-1-6



 

EXHIBIT A-2

FORM OF CLASS B CERTIFICATE

[FORM OF THE FACE OF THE CLASS B CERTIFICATES]

UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS B CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CLASS B CERTIFICATE MAY NOT BE TRANSFERRED TO AN
EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT
TO THE CLASS A CERTIFICATES AND TO THE RIGHTS OF THE SERVICER AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT AND SERIES SUPPLEMENT REFERRED TO HEREIN.

THIS CLASS B CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE CONVEYED WITHOUT SATISFACTION OF CERTAIN CONDITIONS SET
FORTH IN THE SERIES SUPPLEMENT REFERRED TO HEREIN.



  
  	
        NO. 1
	
        $[_]

	 	
        CUSIP NO. [ ]

	 	
        ISIN [ ]



  



 

FLOATING RATE CLASS B MASTER TRUST CERTIFICATE, SERIES 2002-5

SEARS CREDIT ACCOUNT MASTER TRUST II

SRFG, INC.

SELLER

SEARS, ROEBUCK AND CO.

SERVICER

(NOT AN INTEREST IN OR OBLIGATION OF SRFG, INC., SEARS
NATIONAL BANK OR SEARS, ROEBUCK AND CO.)

A-2-1



This certifies that CEDE & CO. (the "Class B
Certificateholder") is the registered owner of a Fractional Undivided
Interest in Sears Credit Account Master Trust II (the "Trust"), the
corpus of which consists of a portfolio of receivables (the
"Receivables") existing as of the Cut-Off Date (or, with respect to
Receivables in Additional Accounts, as of the applicable Additional Account
Cut-Off Date) or thereafter created under certain open-end retail charge plans
for specified Persons (the "Accounts") originated by Sears, Roebuck
and Co., a New York corporation ("Sears") or its affiliates, and
transferred to SRFG, Inc., a Delaware corporation ("SRFG"), all monies
due or to become due with respect thereto, all Participation Interests, if any,
all benefits under any Credit Enhancement with respect to any series of investor
certificates issued from time to time, to the extent applicable, all proceeds
(as defined in Article 9 of the Uniform Commercial Code as in effect in the
State of New York) of such Receivables, and Insurance Proceeds, if any, relating
thereto, pursuant to a Pooling and Servicing Agreement, dated as of July 31,
1994, as amended (the "Pooling and Servicing Agreement"), by and among
Sears as Servicer, SRFG as Seller and The Bank of New York, as successor to Bank
One, National Association (formerly The First National Bank of Chicago), as
trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth below. Reference is hereby made to the further
provisions of this Class B Certificate set forth on the reverse hereof, and such
further provisions shall for all purposes have the same effect as if set forth
at this place.

This Class B Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or any amendment thereto, or the
Series Supplement, dated as of December 3, 2002 (the "Series
Supplement"), by and among the Trustee, Sears and SRFG or any amendment
thereto, or become vested or obligatory for any purpose until the certificate of
authentication hereon shall have been signed by or on behalf of the Trustee
under the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, SRFG has caused this Class B Certificate
to be duly executed and authenticated.

 


 
	
      SRFG, INC.

	 
	
      By:___________________________________________

      Name:

      Title:





 

A-2-2



[FORM OF THE REVERSE OF THE CLASS B CERTIFICATES]

[For a Bullet Structure]

It is the intent of SRFG and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes only, the
Investor Certificates will be evidence of indebtedness. SRFG and the Class B
Certificateholder, by the acceptance of this Class B Certificate, agree to treat
this Class B Certificate for federal, state and local income and franchise tax
purposes as indebtedness secured by the Receivables and other assets held in the
Trust.

To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement or the
Series Supplement. This Class B Certificate is issued under and is subject to
the terms, provisions and conditions of the Pooling and Servicing Agreement and
the Series Supplement, to which Pooling and Servicing Agreement and Series
Supplement, as each may be amended from time to time, the Class B
Certificateholder by virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound.

This Class B Certificate is one of a series of Certificates
entitled "Floating Rate Class B Master Trust Certificates, Series
2002-5" (the "Class B Certificates"), each of which represents a
Fractional Undivided Interest in the Trust, including the right to receive the
Collections and other amounts at the times and in the amounts specified in the
Pooling and Servicing Agreement and the Series Supplement to be deposited in the
Investor Accounts with respect to Sears Credit Account Master Trust II, Series
2002-5 or paid to the Class B Certificateholders. Also issued under the Pooling
and Servicing Agreement and the Series Supplement are Investor Certificates
designated as "Floating Rate Class A Master Trust Certificates, Series
2002-5" (the "Class A Certificates") and "Class C Master
Trust Certificates, Series 2002-5" (the "Class C Certificates").
The Class A Certificates, the Class B Certificates and the Class C Certificates
are collectively referred to herein as the Investor Certificates.

The aggregate interest represented by the Class B Certificates at any time in
the assets of the Trust shall not exceed an amount equal to the Class B Investor
Interest at such time, plus accrued but unpaid Certificate Interest for
the Class B Certificates and any interest thereon. The Class Initial Investor
Interest of the Class B Certificates is $62,500,000. The Class B Invested Amount
on any Distribution Date will be an amount equal to the Class B Initial Investor
Interest minus the sum of (a) the aggregate amount of payments of Certificate
Principal paid to the Class B Certificateholders prior to such Distribution
Date, (b) the aggregate amount of Investor Losses for such Class not reimbursed
prior to such Distribution Date and (c) the aggregate amount of losses of
principal on investments in funds on deposit for the benefit of such Class in
the Series Principal Funding Account. In addition to the Investor Certificates,
a Seller Certificate has been issued pursuant to the Pooling and Servicing
Agreement which represents, at any time, the undivided interest in the Trust not
represented by the Investor Certificates or the investor certificates of any
other series of investor certificates then outstanding. Subject to the terms and
conditions of the Pooling and Servicing Agreement, the Seller may from time to
time direct the Trustee, on behalf of the Trust, to issue one or more new series
of investor certificates, which will represent Fractional Undivided Interests in
the Trust.

During the Revolving Period, which begins on the day following the Series
Cut-Off Date, and during the Controlled Accumulation Period, Certificate
Interest will be distributed on the 15th day of each calendar month with respect
to interest accrued during the preceding Interest Accrual Period, commencing in
January 2003, or if such 15th day is not a Business Day, on the next succeeding
Business Day (each, a "Distribution Date"), to the Class B
Certificateholders of record as of the last day of the 

A-2-3



 month preceding the
related Distribution Date. Principal on the Class B Certificates is scheduled to
be paid in a single payment on the Distribution Date in December 2005 (the
"Class B Expected Final Payment Date"), but may be paid sooner or
later or in installments under certain circumstances. During the Rapid
Amortization Period, if any, Certificate Interest and Certificate Principal
collected by the Servicer will be distributed to the Class B Certificateholders
on the Distribution Date of each calendar month, commencing in the month
following the commencement of the Rapid Amortization Period; provided,
however, that no Certificate Principal will be distributed to the Class B
Certificateholders until the Class A Investor Interest has been reduced to zero.
The rights of the Class B Certificateholders to receive the distributions to
which they would otherwise be entitled on the Receivables will be subordinated
to the rights of the Class A Certificateholders and the Servicer to the extent
described in the Pooling and Servicing Agreement and the Series Supplement. In
any event, the final payment of principal will be made no later than the first
Business Day following the Distribution Date in November 2009 (the "Series
Termination Date").

The amount to be distributed on each Distribution Date to the
holder of this Class B Certificate will be equal to the product of (a) the
percentage equivalent of a fraction, the numerator of which is the portion of
the Class B Initial Investor Interest evidenced by this Class B Certificate and
the denominator of which is the Class B Initial Investor Interest and (b) the
aggregate of all payments to be made to the Class B Certificateholder on such
Distribution Date. Distributions with respect to this Class B Certificate will
be made by the Paying Agent by check mailed to the address of the Class B
Certificateholder of record appearing in the Certificate Register (except for
the final distribution in respect of this Class B Certificate) without the
presentation or surrender of this Class B Certificate or the making of any
notation thereon, except that with respect to Class B Certificates registered in
the name of CEDE & CO., the nominee registrant for The Depository Trust
Company, distributions will be made in the form of immediately available funds.

This Class B Certificate does not represent an obligation of,
or an interest in, SRFG or the Servicer. This Class B Certificate is limited in
right of payment to certain Collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement
and the Series Supplement.

The Pooling and Servicing Agreement permits, with certain
exceptions, the amendment and modification of the rights and obligations of the
Servicer, and the rights of Investor Certificateholders under the Pooling and
Servicing Agreement and Series Supplement, at any time by the Servicer, the
Seller and the Trustee in certain cases (some of which require written
confirmation from the Rating Agencies that such amendment will not cause a
Ratings Event) without the consent of the Investor Certificateholders, and in
all other cases with the consent of the Investor Certificateholders owning
Fractional Undivided Interests aggregating not less than 66-2/3% of the Class
Invested Amount of each such affected Class (and with written confirmation from
the Rating Agencies that such amendment will not cause a Ratings Event); provided,
however, that no such amendment shall (a) increase or reduce in any manner
the amount of, or delay the timing of, distributions which are required to be
made on any Investor Certificate without the consent of the affected Investor
Certificateholders or (b) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of each Investor Certificateholder of
each affected Class then of record. Any such amendment and any such consent by
the Class B Certificateholder shall be conclusive and binding on such Class B
Certificateholder and upon all future Holders of this Class B Certificate and of
any Class B Certificate issued in exchange hereof or in lieu hereof whether or
not notation thereof is made upon this Class B Certificate.

A-2-4



The transfer of this Class B Certificate shall be registered
in the Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class B Certificateholder or such Class B Certificateholder's attorney
duly authorized in writing, and thereupon one or more new Class B Certificates
of authorized denominations and for the same aggregate Fractional Undivided
Interest will be issued to the designated transferee or transferees.

The transfer of this Class B Certificate is subject to
certain restrictions set forth in the Pooling and Servicing Agreement. In no
event shall this Class B Certificate, or any interest herein, be transferred to
an employee benefit plan, trust or account subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or described in
Section 4975(e)(1) of the Internal Revenue Code. Any Holder of this Class B
Certificate, by its acceptance hereof, shall be deemed to represent and warrant
that it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA),
that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1)
of the Internal Revenue Code, and not excepted under Section 4975(g), or (iii)
an entity using assets to purchase such Certificate which constitute plan assets
by reason of a plan's investment in such Holder.

As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, Class B Certificates are
exchangeable for new Class B Certificates evidencing like aggregate Fractional
Undivided Interests, as requested by the Class B Certificateholders surrendering
such Class B Certificates. No service charge may be imposed for any such
exchange but the Servicer or Transfer Agent and Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.

The Servicer, the Trustee, the Paying Agent and the Transfer
Agent, and any agent of any of them, may treat the person in whose name this
Class B Certificate is registered as the owner hereof for all purposes, and
neither the Servicer, the Trust nor the Trustee, the Paying Agent, the Transfer
Agent, nor any agent of any of them or any such agent shall be affected by
notice to the contrary except in certain circumstances described in the Pooling
and Servicing Agreement.

Subject to certain conditions in the Pooling and Servicing
Agreement and the Series Supplement, if the principal of the Investor
Certificates has not been paid in full prior to the Series Termination Date, the
obligations created by the Pooling and Servicing Agreement and the Series
Supplement with respect to the Investor Certificates shall terminate on the
Series Termination Date.

A-2-5



[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Class B Certificates referred to in the
within mentioned Pooling and Servicing Agreement and Series Supplement.

 


 
	
      THE BANK OF NEW YORK

      as Trustee

	 
	
      By:_______________________________________

      Authorized Officer





A-2-6



 

EXHIBIT A-3

FORM OF CLASS C CERTIFICATE

[FORM OF THE FACE OF THE CLASS C CERTIFICATE]

THIS CLASS C CERTIFICATE MAY NOT BE TRANSFERRED TO AN
EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR DESCRIBED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT
TO THE CLASS A CERTIFICATES, THE CLASS B CERTIFICATES AND TO THE RIGHTS OF THE
SERVICER AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT AND SERIES
SUPPLEMENT REFERRED TO HEREIN.

THIS CLASS C CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE CONVEYED WITHOUT SATISFACTION OF CERTAIN CONDITIONS SET
FORTH IN THE SERIES SUPPLEMENT REFERRED TO HEREIN.

THE SECURITIES REPRESENTED BY THIS CLASS C CERTIFICATE HAVE
NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 AND MAY NOT BE
TRANSFERRED OR SOLD UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN
OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED AND THE SATISFACTION
OF CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT
AND SERIES SUPPLEMENT REFERRED TO HEREIN.



  
  	
        NO. 1
	
        $[ ]



  



CLASS C MASTER TRUST CERTIFICATE, SERIES 2002-5

SEARS CREDIT ACCOUNT MASTER TRUST II

SRFG, INC.

SELLER

SEARS, ROEBUCK AND CO.

SERVICER

(NOT AN INTEREST IN OR OBLIGATION OF SRFG, INC., SEARS
NATIONAL BANK OR SEARS, ROEBUCK AND CO.)

This certifies that SRFG, Inc., a Delaware corporation
("SRFG"), is the registered owner of a Fractional Undivided Interest
in Sears Credit Account Master Trust II (the "Trust"), the corpus of
which consists of a portfolio of receivables (the "Receivables")
existing as of the Cut-Off Date (or, with respect to Receivables in Additional
Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter
created under certain open-end retail charge plans for specified Persons (the
"Accounts") originated by Sears, Roebuck and Co., a New York
corporation ("Sears") or its affiliates, and transferred 

A-3-1



 to SRFG, all
monies due or to become due with respect thereto, all Participation Interests,
if any, all benefits under any Credit Enhancement with respect to any series of
investor certificates issued from time to time, to the extent applicable, all
proceeds (as defined in Article 9 of the Uniform Commercial Code as in effect in
the State of New York) of such Receivables, and Insurance Proceeds, if any,
relating thereto, pursuant to a Pooling and Servicing Agreement, dated as of
July 31, 1994, as amended (the "Pooling and Servicing Agreement"), by
and among Sears as Servicer, SRFG as Seller and The Bank of New York, as
successor to Bank One, National Association (formerly The First National Bank of
Chicago), as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth below. Reference is hereby made to
the further provisions of this Class C Certificate set forth on the reverse
hereof, and such further provisions shall for all purposes have the same effect
as if set forth at this place.

This Class C Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or any amendment thereto, or the
Series Supplement, dated as of December 3, 2002 (the "Series
Supplement"), by and among the Trustee, Sears and SRFG or any amendment
thereto, or become vested or obligatory for any purpose until the certificate of
authentication hereon shall have been signed by or on behalf of the Trustee
under the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, SRFG has caused this Class C Certificate
to be duly executed and authenticated.


 
	
      SRFG, INC.

	 
	
      By:__________________________________________

      Name:

      Title:





A-3-2



 

 

[FORM OF THE REVERSE OF THE CLASS C CERTIFICATES]

[For an Amortizing Structure]

It is the intent of SRFG and the Investor Certificateholders
that, for federal, state and local income and franchise tax purposes only, the
Investor Certificates will be evidence of indebtedness. SRFG, by the acceptance
of this Class C Certificate, agrees to treat this Class C Certificate for
federal, state and local income and franchise tax purposes as indebtedness
secured by the Receivables and other assets held in the Trust.

To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement or the
Series Supplement. This Class C Certificate is issued under and is subject to
the terms, provisions and conditions of the Pooling and Servicing Agreement and
the Series Supplement, to which Pooling and Servicing Agreement and Series
Supplement, as each may be amended from time to time, SRFG by virtue of the
acceptance hereof assents and by which SRFG is bound.

This Class C Certificate is one of a series of Certificates
entitled "Class C Master Trust Certificates, Series 2002-5" (the
"Class C Certificates"), each of which represents a Fractional
Undivided Interest in the Trust, including the right to receive the Collections
and other amounts at the times and in the amounts specified in the Pooling and
Servicing Agreement and the Series Supplement to be deposited in the Investor
Accounts with respect to Sears Credit Account Master Trust II, Series 2002-5 or
paid to SRFG. Also issued under the Pooling and Servicing Agreement and the
Series Supplement are Investor Certificates designated as "Floating Rate
Class A Master Trust Certificates, Series 2002-5" (the "Class A
Certificates") and "Floating Rate Class B Master Trust Certificates,
Series 2002-5" (the "Class B Certificates"). The Class A
Certificates, the Class B Certificates and the Class C Certificates are
collectively referred to herein as the Investor Certificates.

The aggregate interest represented by the Class C
Certificates at any time in the assets of the Trust shall not exceed an amount
equal to the Class C Investor Interest at such time, plus accrued but
unpaid Certificate Interest, if any, for the Class C Certificates and any
interest thereon. The Class Initial Investor Interest of the Class C
Certificates is $149,100,000. The Class C Invested Amount on any Distribution
Date will be an amount equal to the Class C Initial Investor Interest minus
the Investor Loss for such Class, if any, at the beginning of such Distribution
Date. In addition to the Investor Certificates, a Seller Certificate has been
issued pursuant to the Pooling and Servicing Agreement which represents, at any
time, the undivided interest in the Trust not represented by the Investor
Certificates or the investor certificates of any other series of investor
certificates then outstanding. Subject to the terms and conditions of the
Pooling and Servicing Agreement, the Seller may from time to time direct the
Trustee, on behalf of the Trust, to issue one or more new series of investor
certificates, which will represent Fractional Undivided Interests in the Trust.

During the Revolving Period, if any, which begins on the day
following the Series Cut-Off Date, and during the Controlled Accumulation
Period, Certificate Interest, if any, will be distributed on the 15th day of
each calendar month with respect to interest accrued during the preceding
Interest Accrual Period, commencing in January 2003, or if such 15th day is not
a Business Day, on the next succeeding Business Day (each, a "Distribution
Date"), to SRFG, and Certificate Principal collected by the Servicer will
also be so distributed if permitted by the Rating Agencies. During the Rapid
Amortization Period, if any, Certificate Interest, if any, and Certificate
Principal collected by the Servicer will be distributed to SRFG on the
Distribution Date of each calendar month, commencing in the month following the 

A-3-3




commencement of the Rapid Amortization Period; provided, however, that,
except as otherwise set forth in the Series Supplement, no Certificate Principal
will be distributed to SRFG in respect of this Class C Certificate until the
Class A Investor Interest and the Class B Investor Interest have been reduced to
zero. The rights of SRFG to receive distributions to which it would otherwise be
entitled on the Receivables will be subordinated to the rights of the Class A
Certificateholders, the Class B Certificateholders and the Servicer to the
extent described in the Pooling and Servicing Agreement and the Series
Supplement. In any event, the final payment of principal will be made no later
than the day following the Distribution Date in November 2009 (the "Series
Termination Date").

The amount to be distributed on each Distribution Date to the
holder of this Class C Certificate will be equal to the product of (a) the
percentage equivalent of a fraction, the numerator of which is the portion of
the Class C Initial Investor Interest evidenced by this Class C Certificate and
the denominator of which is the Class C Initial Investor Interest and (b) the
aggregate of all payments to be made to SRFG with respect to the Class C
Certificates on such Distribution Date. Distributions with respect to this Class
C Certificate will be made by the Paying Agent by check mailed to the address of
SRFG (except for the final distribution in respect of this Class C Certificate)
without the presentation or surrender of this Class C Certificate or the making
of any notation thereon.

This Class C Certificate does not represent an obligation of,
or an interest in, SRFG or the Servicer. This Class C Certificate is limited in
right of payment to certain Collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement
and the Series Supplement.

The Pooling and Servicing Agreement permits, with certain
exceptions, the amendment and modification of the rights and obligations of the
Servicer, and the rights of Investor Certificateholders under the Pooling and
Servicing Agreement and Series Supplement, at any time by the Servicer, the
Seller and the Trustee in certain cases (some of which require written
confirmation from the Rating Agencies that such amendment will not cause a
Ratings Event) without the consent of the Investor Certificateholders, and in
all other cases with the consent of the Investor Certificateholders owning
Fractional Undivided Interests aggregating not less than 66-2/3% of the Class
Invested Amount of each such affected Class (and with written confirmation from
the Rating Agencies that such amendment will not cause a Ratings Event); provided,
however, that no such amendment shall (a) increase or reduce in any manner
the amount of, or delay the timing of, distributions which are required to be
made on any Investor Certificate without the consent of the affected Investor
Certificateholders or (b) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of each Investor Certificateholder of
each affected Class then of record. Any such amendment and any such consent by
SRFG shall be conclusive and binding on SRFG and upon all future Holders of this
Class C Certificate and of any Class C Certificate issued in exchange hereof or
in lieu hereof whether or not notation thereof is made upon this Class C
Certificate.

The transfer of this Class C Certificate shall be registered
in the Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by SRFG or SRFG's attorney duly authorized in writing, and thereupon one or more
new Class C Certificates of authorized denominations and for the same aggregate
Fractional Undivided Interest will be issued to the designated transferee or
transferees.

A-3-4



The transfer of this Class C Certificate is subject to
certain restrictions set forth in the Pooling and Servicing Agreement. In no
event shall this Class C Certificate, or any interest therein, be transferred to
an employee benefit plan, trust or account subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or described in
Section 4975(e)(1) of the Internal Revenue Code. Any Holder of this Class C
Certificate, by its acceptance hereof, shall be deemed to represent and warrant
that it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA),
that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1)
of the Internal Revenue Code, and not excepted under Section 4975(g), or (iii)
an entity using assets to purchase such Certificate which constitute plan assets
by reason of a plan's investment in such Holder.

The transfer of this Class C Certificate is subject to
certain further restrictions and the fulfillment of certain conditions as set
forth in the Series Supplement.

As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, Class C Certificates are
exchangeable for new Class C Certificates evidencing like aggregate Fractional
Undivided Interests, as requested by SRFG. No service charge may be imposed for
any such exchange but the Servicer or Transfer Agent and Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.

The Servicer, the Trustee, the Paying Agent and the Transfer
Agent, and any agent of any of them, may treat the person in whose name this
Class C Certificate is registered as the owner hereof for all purposes, and
neither the Servicer, the Trust nor the Trustee, the Paying Agent, the Transfer
Agent, nor any agent of any of them or any such agent shall be affected by
notice to the contrary except in certain circumstances described in the Pooling
and Servicing Agreement.

Subject to certain conditions in the Pooling and Servicing
Agreement and the Series Supplement, if the principal of the Investor
Certificates has not been paid in full prior to the Series Termination Date, the
obligations created by the Pooling and Servicing Agreement and the Series
Supplement with respect to the Investor Certificates shall terminate on the
Series Termination Date.

A-3-5



[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Class C Certificates referred to in the
within mentioned Pooling and Servicing Agreement and Series Supplement.

 


 
	
      THE BANK OF NEW YORK

      as Trustee

	
      By:________________________________

      Authorized Officer





A-3-6



 


EXHIBIT B

Form of Investor Certificateholders' Monthly Statement

Sears Credit Account Master Trust II

Series 2002-5 Monthly Statement


	
      Distribution Date: __________ __, ____
	
      Due Period Ending: __________ __, ____




Under the Series Supplements relating to the Pooling and Servicing Agreement
dated as of July 31, 1994, as amended, by and among Sears, Roebuck and Co.,
SRFG, Inc. (formerly Sears Receivables Financing Group, Inc.) and The Bank of
New York, as successor to Bank One, National Association (formerly The First
National Bank of Chicago) as Trustee, the Trustee is required to prepare certain
information each month regarding current distributions to Certificateholders and
the performance of the Trust. The information for the Due Period and the
Distribution Date listed above is set forth below.


	
      1.
	
      Payments or Allocations to Series 2002-5 Investors this Due Period

	 	 	
      Total
	
      Interest
	
      Principal

	 	
      Series _______
	 	 	 
	 	
      Class A
	
      $____________
	
      $____________
	
      $____________

	 	
      Class B
	
      $____________
	
      $____________
	
      $____________

	 	
      Class C
	
      $____________
	
      $____________
	
      $____________



	
      2.
	
      Principal Receivables at the end of the Due Period

	 	 	 	 
	 	
      (a)
	
      TOTAL PRINCIPAL RECEIVABLES IN TRUST
	
      $____________

	 	 	 	 
	 	 	
      Aggregate Investor Interest
	
      $____________

	 	 	 	 
	 	 	
      Seller Interest
	
      $____________

	 	 	 	 
	 	
      (b)
	
      INVESTOR INTEREST BY GROUPS
	 
	 	 	 	 
	 	 	
      Group One Investor Interest
	
      $____________

	 	 	 	 
	 	
      (c)
	
      INVESTOR INTEREST BY SERIES
	 
	 	 	 	 
	 	 	
      Series 1995-5 Investor Interest
	
      $____________

	 	 	
      Series 1996-3 Investor Interest
	
      $____________

	 	 	
      Series 1996-4 Investor Interest
	
      $____________

	 	 	
      Series 1996-5 Investor Interest
	
      $____________

	 	 	
      Series 1997-1 Investor Interest
	
      $____________

	 	 	
      Series 1998-2 Investor Interest
	
      $____________

	 	 	
      Series 1999-1 Investor Interest
	
      $____________

	 	 	
      Series 1999-2 Investor Interest
	
      $____________

	 	 	
      Series 1999-3 Investor Interest
	
      $____________

	 	 	
      Series 2000-1 Investor Interest
	
      $____________

	 	 	
      Series 2000-2 Investor Interest
	
      $____________

	 	 	
      Series 2000-3 Investor Interest
	
      $____________

	 	 	
      Series 2000-4 Investor Interest
	
      $____________

	 	 	
      Series 2001-1 Investor Interest
	
      $____________

	 	 	
      Series 2001-2 Investor Interest
	
      $____________

	 	 	
      Series 2001-3 Investor Interest
	
      $____________

	 	 	
      Series 2002-1 Investor Interest
	
      $____________

	 	 	
      Series 2002-VFC Investor Interest
	
      $____________

	 	 	
      Series 2002-2 Investor Interest
	
      $____________

	 	 	
      Series 2002-3 Investor Interest
	
      $____________

	 	 	
      Series 2002-4 Investor Interest
	 
	 	 	
      Series 2002-5 Investor Interest
	
      $____________

	 	 	 	 
	 	
      (d)
	
      INVESTOR INTEREST BY CLASS (SERIES 2002-5)
	 
	
       B-1

      

    
	 	 	
      Class A Investor Interest
	
      $____________

	 	 	
      Class B Investor Interest
	
      $____________

	 	 	
      Class C Investor Interest
	
      $____________

	 	 	 	 
	 	 	
      TOTAL CLASS INVESTOR INTEREST
	
      $____________

	
      
	 
	
      
	 
	
      3.
	
      Allocation of Collections During the Due Period

	 	 	
      
	 	 	 
	 	
      (a)
	
      TOTAL COLLECTIONS
	 	
      $____________
	 
	 	 	 	 	 	 
	 	 	
      Principal Receivables Collected
	 	
      $____________
	 
	 	 	 	 	 	 
	 	 	
      Finance Charge Receivables Collected
	 	
      $____________
	 
	 	 	 	 	 	 
	 	 	
      Recovered Amounts added as Additional Funds
	 	 	 
	 	 	
      Investment Income
	 	
      $____________
	 
	 	 	 	 	 	 
	
      

    	
      

    	
      

    	
      Finance Charge

      Collections
	
      Principal

      Collections
	
      Additional

      Allocable

      Amounts

	
      
	
      (b)
	
      ALLOCATION OF COLLECTIONS WITH

      RESPECT TO THE INVESTOR INTEREST

      AND THE SELLER INTEREST
	
      

    	
      

    	
      

    
	 	 	 	 	 	 
	 	 	
      Aggregate Investor Allocation (Aggregate

      Investor Percentage multiplied by total

      Collections received during the Due Period)
	
      $____________
	
      $_________
	
      $__________

	 	 	 	 	 	 
	 	 	
      Seller Allocation (Seller Percentage multiplied

      by total Collections received during the Due

      Period)
	
      $____________
	
      $__________
	
      $__________

	 	 	 	 	 	 
	 	
      (c)
	
      Group One Allocation
	
      $____________
	
      $__________
	
      $__________

	 	 	 	 	 	 
	 	
      (d)
	
      Series 2002-5 Allocation
	
      $____________
	
      $__________
	
      $__________

	 	 	 	 	 	 
	 	
      (e)
	
      Reallocations of Collections to Series 2002-5

      from other series in Group One and application

      of charge-off reimbursements to principal payments
	
      

      

      $____________
	
      

      

      $__________
	
      

      

      $__________

	
      
	
      
	 	 
	
      
	
      
	 	 
	
      4.
	
      Information Concerning Principal Payments
	 	 
	 	 	
      
	 	 
	
      

    	
      

    	
      

    	
      Amount Distributed

      this Due Period
	
      Total Distributions

      through this Due Period

	 	 	 	 	 
	 	
      SERIES 2002-5 BY CLASS
	 	 
	 	 	 	 	 
	 	
      (a)
	
      Class A
	
      $____________
	
      $___________

	 	 	 	 	 
	 	
      (b)
	
      Class B
	
      $____________
	
      $___________

	 	 	 	 	 
	 	
      (c)
	
      Class C
	
      $____________
	
      $___________

	 	 	
      
	 	 
	 	 	
      
	 	 
	
      5.
	
      Information Concerning Principal Deposits
	 	 
	 	 	
      
	 	 
	 	 	 	
      Amount Deposited this Distribution Date
	
      Total Amount on Deposit

      in the Series Principal

      Funding Account

	 	 	 	 	 
	 	
      SERIES 2002-5 BY CLASS
	 	 
	
      B-2

      

    
	 	 	 	 	 
	 	
      (a)
	
      Class A
	
      $____________
	
      $___________

	 	 	 	 	 
	 	
      (b)
	
      Class B
	
      $____________
	
      $___________

	 	 	 	 	 
	 	
      (c)
	
      Class C
	
      $____________
	
      $___________



		
      
	
		
      
	
	
      6.
	
      Investor Charged-Off Amounts
	
			
      
	
				
      This Due Period

		
      (a)
	
      Group One (the sum of Series Investor Charged-Off Amounts for

      all Series in Group One)
	
      

      $___________

			
      
	
		
      (b)
	
      Series 2002-5 (the sum of the Class Investor Charged-Off Amounts

      for all Classes in Series 2002-5)
	
      

      $___________

			
      
	
		
      (c)
	
      Series 2002-5 by Class:
	
			
      
	
			
      Class A (Class A Percentage multiplied by the

      Charged-Off Amount)
	
      

      $___________

			
      
	
			
      Class B (Class B Percentage multiplied by the

      Charged-Off Amount)
	
      

      $___________

			
      
	
			
      Class C (Class C Percentage multiplied by the

      Charged-Off Amount)
	
      

      $___________

			
      
	
			
      
	
	
      7.
	
      Investor Losses
	
			
      
	
				
      Total

				
		
      (a)
	
      Group One
	
      $___________

			
      
	
		
      (b)
	
      Series 2002-5
	
      $___________

			
      
	
		
      (c)
	
      Series 2002-5 by Class
	
			
      
	
			
      Class A
	
      $___________

			
      
	
			
      Class B
	
      $___________

			
      
	
			
      Class C
	
      $___________

			
      
	
			
      
	
	
      8.
	
      Monthly Servicing Fee Payable This Due Period
	
			
      
	
		
      SELLER SERVICING FEE
	
      $___________

			
      
	
		
      INVESTOR SERVICING FEE
	
				
		
      (a)
	
      Group One
	
      $___________

				
		
      (b)
	
      Series 2002-5
	
      $___________

			
      
	
			
      
	
	
      9.
	
      Performance Analysis
	
			
      
	
		
      (a)
	
      Portfolio Yield (Finance Charge Collections during the Due Period

      divided by Principal Receivables in the Trust as of the first day of

      the Due Period)
	
      

      

      ___________%

	B-3
      

    
		
      (b)
	
      Charge-Offs (Charged-Off Amounts during the Due Period divided

      by Principal Receivables in the Trust as of the first day of the Due

      Period)
	
      

      

      ___________%

			
      
	
		
      (c)
	
      Recoveries (Recovered Amounts added as Additional Funds on

      the Distribution Date divided by Aggregate Investor Interest

      in the Trust as of the first day of the Due Period)
	
      

      

      ___________%

			
      
	
		
      (d)
	
      Investor Servicing Fee Percentage (weighted average of Investor

      Servicing Fees for Series 2002-5)
	
      

      ___________%

			
      
	
		
      (e)
	
      Weighted Average Certificate Rate (weighted average certificate rates
      for all Classes of Series

      2002-5)
	
      

      ___________%

			
      
	
		
      (f)
	
      Series Excess Servicing Percentage (the sum of Series Finance Charge

      Collections, Investment Income and Recovered Amounts minus the sum

      of the Series Charged-Off Amount, the Investor Servicing Fee and the

      Certificate Interest divided by the Series Invested Amount)
	
      

      

      ___________%

			
      
	
		
      (f)
	
      Total Payment Rate (Aggregate Collections during the Due Period

      divided by the aggregate amount of Receivables in the Trust as of

      the first day of the Due Period)
	
      

      

      ___________%

			
      
	
			
      
	
	
      10.
		
      Summary Delinquency Aging Information

      
      The Accounts in the Trust have the following delinquency distribution:
	
			
      
	
				
      [month/year]

			
      Delinquencies as a % of balances
	
			
      60-89 days past due....................
	
                %

			
      90-119 days past due...................
	
                %

			
      120 days or more past due............
	
                %

			
      Total Delinquencies
	
                %




 


  
    The delinquency rate is calculated by dividing the delinquent balances as
    of the end of the Due Period by the balance of receivables in the Trust at
    the end of the Due Period. Sears and the Bank determine delinquency levels
    for accounts using an aging methodology that is based on the number of
    completed billing cycles during which the customer failed to make a required
    payment. The delinquency data reflect the percentage of Account balances for
    which the customer has failed to make a required payment in each of the last
    three, four and five or more billing cycles, respectively.

  




 
	
      THE BANK OF NEW YORK

      as Trustee

	 
	
      By:__________________________________________________





B-4




EXHIBIT C

Sears Credit Account Master Trust II

Monthly Servicer Certificate

CREDIT ACCOUNT

MASTER TRUST CERTIFICATES

The undersigned, a duly authorized representative of Sears, Roebuck and Co.
("Sears"), as Servicer pursuant to the Pooling and Servicing Agreement
dated as of July 31, 1994, as amended (the "Pooling and Servicing
Agreement") by and among Sears, SRFG, Inc. (formerly Sears Receivables
Financing Group, Inc.) and The Bank of New York, as successor to Bank One,
National Association (formerly The First National Bank of Chicago), as Trustee,
does hereby certify as follows with respect to the Series outstanding for the
Distribution Date occurring on _______________:


	 	 	
      
	 
	 	
      1.
	
      Sears is Servicer under the Pooling and Servicing Agreement.
	 
	 	
      2.
	
      The undersigned is a Servicing Officer of Sears as Servicer.
	 



 

 


	
      Section 1: Total Trust Information

	 	 	
      
	 
	 	
      3.
	
      The aggregate amount of Principal Collections processed during the
      related

      Due period is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The aggregate amount of Finance Charge Collections processed during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The aggregate amount of Total Collections processed during the related
      Due

      Period is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The aggregate amount of Principal Receivables in the Trust as of the
      last

      day of the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The aggregate amount of Finance Charge Receivables in the Trust as of
      the

      last day of the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Additional Funds to be added to the Trust on or
      before

      the Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      10.
	
      The aggregate amount of Investment Income for the related Due Period is

      equal to
	
      

      $______

	 	 	 	 
	 	 	 	 
	
      Section 2: Series 1995-5

	
       C-1

      

    
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	 	 	 
	
      Section 3: Series 1996-3

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the
      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	
       C-2

      

    
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 4: Series 1996-4

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to

    	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 5: Series 1996-5

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	
       C-3

      

    
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 6: Series 1997-1

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	
       C-4

      

    
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 7: Series 1998-2

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during
	 
	 	 	
      the related Due Period is equal to
	
      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during
	 
	 	 	
      the related Due Period is equal to
	
      $______

	 	 	 	 
	
      Section 8: Series 1999-1

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	
       C-5

      

    
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 9: Series 1999-2

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	
       C-6

      

    
	
      Section 10: Series 1999-3

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 11: Series 2000-1

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	
       C-7

      

    
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 12: Series 2000-2

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 13: Series 2000-3

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the
	 
	 	 	
      related Due Period is equal to
	
      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the
	 
	 	 	
      current Distribution Date is equal to
	
      $______

	
       C-8

      

    
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the
	 
	 	 	
      current Distribution Date is equal to
	
      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the
	 
	 	 	
      current Distribution Date is equal to
	
      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the
	 
	 	 	
      current Distribution Date is equal to
	
      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the
	 
	 	 	
      current Distribution Date is equal to
	
      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the
	 
	 	 	
      current Distribution Date is equal to
	
      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during
	 
	 	 	
      the related Due Period is equal to
	
      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during
	 
	 	 	
      the related Due Period is equal to
	
      $______

	 	 	 	 
	
      Section 14: Series 2000-4

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	
       C-9

      

    
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 15: Series 2001-1

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the
      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 16: Series 2001-2

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	
      C-10

      

    
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 17: Series 2001-3

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the
      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the current Distribution Date is equal to
	
      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the
      current Distribution Date is equal to
	

      $______
	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the current Distribution Date is equal to
	

      $______
	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during the related Due Period is equal to
	

      $______
	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during the related Due Period is equal to
	

      $______
	 	 	 	 
	
      Section 18: Series 2002-1

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	
      C-11

      

    
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 19: Series 2002-VFC

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	
      C-12

      

    
	
      Section 20: Series 2002-2

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 21: Series 2002-3

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the current Distribution Date is equal to
	
      

      $______

	
      C-13

      

    
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 22: Series 2002-4

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	
      C-14

      

    
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	
      Section 22: Series 2002-5

	 	 	 	 
	 	
      1.
	
      The aggregate amount of Series Additional Allocable Amounts during the

      related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      2.
	
      The amount of interest payable to the Class A Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	
      C-14

      

    
	 	
      3.
	
      The amount of principal payable to the Class A Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      4.
	
      The amount of interest payable to the Class B Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      5.
	
      The amount of principal payable to the Class B Certificateholders on
      the current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      6.
	
      The amount of interest payable to the Class C Certificateholders on the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      7.
	
      The amount of principal payable to the Class C Certificateholders on
      the

      current Distribution Date is equal to
	
      

      $______

	 	 	 	 
	 	
      8.
	
      The aggregate amount of Reallocated Class B Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      9.
	
      The aggregate amount of Reallocated Class C Principal Collections
      during

      the related Due Period is equal to
	
      

      $______

	 	 	 	 
	 	
      10.
	
      Attached hereto is a true copy of the statement required to be
      delivered by the

      Servicer on the date of this Certificate to the Trustee pursuant to the
      Series

      Supplements.
	 



IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
certificate this ____day of 

____________, 20__.


 
	
      SEARS, ROEBUCK AND CO.,

	
      as Servicer

	 
	 
	
      By:__________________________________________

	
      Name:

	
      Title:





C-15



Schedule 1

PERFECTION REPRESENTATIONS, WARRANTIES

AND COVENANTS

(a) Seller hereby represents, warrants and covenants to the
Trust as follows as of the Series Closing Date:


  
    (1) The Pooling and Servicing Agreement or the
    appropriate Assignment as the case may be, creates either (A) a valid
    transfer to the Trust of all right, title and interest of Seller in, to and
    under the Receivables conveyed to the Trust pursuant to Section 2.01 of the
    Pooling and Servicing Agreement, and such property will be held by the Trust
    free and clear of any Lien of any Person claiming through or under Seller,
    except for (w) the interests of the Trustee and the Certificateholders, (x)
    Liens permitted pursuant to paragraph (a) (3) below, or (y) the
    interests of the Seller as holder of the Seller Certificate or (B) a valid
    and continuing security interest (as defined in the applicable Uniform
    Commercial Code) in the Receivables in favor of the Trust, which is
    enforceable with respect to existing Receivables in the Accounts on the
    Series Closing Date, and, with respect to Receivables thereafter arising in
    the Accounts at the time such Receivables arise. If the Pooling and
    Servicing Agreement or the appropriate Assignment, as the case may be,
    constitutes the grant of a security interest to the Trust in the
    Receivables, such security interest is, and in the case of Receivables
    created after the Series Closing Date, upon the creation thereof will be,
    prior to all other Liens (other than Liens permitted pursuant to paragraph
    (a) (3) below).

    (2) The Receivables constitute "accounts"
    within the meaning of the applicable Uniform Commercial Code.

    (3) Immediately prior to the conveyance of the
    Receivables pursuant to the Pooling and Servicing Agreement, Seller owns and
    has good and marketable title to, or has a valid security interest in, the
    Receivables free and clear of any Lien, claim or encumbrance of any Person; provided
    that nothing in this paragraph (a) (3) shall prevent or be deemed to
    prohibit Seller from suffering to exist upon any of the Receivables any
    Liens for any taxes if such taxes shall not at the time be due and payable
    or if Sears or Seller, as applicable, shall currently be contesting the
    validity thereof in good faith by appropriate proceedings and shall have set
    aside on its books adequate reserves with respect thereto.

    (4) Seller has caused the filing of all appropriate
    financing statements in the proper filing office in the appropriate
    jurisdictions under applicable law in order to perfect the sale of the
    Receivables from the Seller to the Trust, and the security interest granted
    to the Trust under the Pooling and Servicing Agreement in the Receivables
    arising thereunder.

    (5) Other than the transfer of the Receivables to the
    Trust pursuant to the Pooling and Servicing Agreement, Seller has not
    pledged, assigned, sold, granted a security interest in, or otherwise
    conveyed any of the Receivables. Seller has not authorized the filing of and
    is not aware of any financing statements against Seller that include a
    description of collateral covering the Receivables.

  




    Schedule
    1, Page 1





  
    (6) Notwithstanding any other provision of the Pooling
    and Servicing Agreement, the representations and warranties set forth in
    this Schedule 1 shall be continuing, and remain in full force and
    effect, until such time as all Investor Certificates have been finally and
    fully paid.

  



(b) Trustee covenants that it shall not without first
satisfying the Rating Agency Condition waive a breach of any representation or
warranty set forth in this Schedule 1.

(c) Servicer covenants that, in order to evidence (i) the
interests of the Bank and Sears under the Assignment of Accounts and Sale of
Receivables Agreement dated as of September 15, 1994, between the Bank and
Sears, and (ii) the interests of Sears and the Seller under (A) the First
Amended and Restated Contribution Agreement dated as of July 31, 1994, between
Sears and the Seller, (B) the First Amended and Restated Purchase Agreement
dated as of July 31, 1994, between Sears and the Seller, and (c) the Receivables
Warehouse Agreement dated as of December 21, 1995 between Sears and the Seller,
(iii) the interests of Seller and the Trust under the Pooling and Servicing
Agreement, Servicer shall take such action, or execute and deliver such
instruments as may be necessary or advisable (including, without limitation,
such actions as are requested by Trustee) to maintain and perfect, as a first
priority interest, Sears', Seller's or the Trust's, security interest in the
Receivables.


Schedule
1, Page 2




 


SEARS, ROEBUCK AND CO.


Servicer


SRFG, INC.


Seller

and


THE BANK OF NEW YORK


Trustee

 

on behalf of the Certificateholders

____________


SERIES 2002-5 SUPPLEMENT


Dated as of December 3, 2002

to the


POOLING AND SERVICING AGREEMENT


Dated as of July 31, 1994

____________


$961,600,000

SEARS CREDIT ACCOUNT MASTER TRUST II

MASTER TRUST CERTIFICATES, SERIES 2002-5


Schedule
1, Page 3




 


TABLE OF CONTENTS



  
    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
Page

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

  






	
      SEARS CREDIT ACCOUNT MASTER TRUST II
	
      *

	 	 	 
	
      ANNEX
	 	
      1

	
      SECTION 1.	
      Definitions.
      	
      1
	
      SECTION 2.	
      Subordination.
      	
      1
	
      SECTION 3.	
      Representations and Warranties of the Seller.
      	
      20
	
      SECTION 4.	
      Representations and Warranties of the Servicer
      	
      21
	
      SECTION 5.	
      Representations and Warranties of the Trustee
      	
      21
	
      SECTION 6.	
      Authentication of Certificates
      	
      21
	
      SECTION 7.	
      Establishment and Administration of Investor Accounts and the Third

         
      Party Credit Enhancement Account
      	
      26
	
      SECTION 8.	
      Allocations of Collections
      	
      27
	
      SECTION 9.	
      Payments
      	
      79
	
      SECTION 10	
      Third Party Credit Enhancement
      	
      83
	
      SECTION 11.	
      Calculation of Investor Losses
      	
      84
	
      SECTION 12.	
      Servicing Compensation
      	
      84
	
      SECTION 13.	
      Class Coupon Cap Agreement and Class Coupon Floor Agreement
      	
      84
	
      SECTION 14.	
      Interest Rate Swaps
      	
      85
	
      SECTION 15.	
      Investor Certificateholders' Monthly Statement
      	
      85
	
      SECTION 16.	
      Monthly Servicer Certificate.
      	
      85
	
      SECTION 17	
      Additional Rapid Amortization Events
      	
      85
	
      SECTION 18.	
      Purchase of Investor Certificates and Series Termination
      	
      86
	
      SECTION 19.	
      Variable Accumulation Period
      	
      88
	
      SECTION 20.	
      Series Yield Factor
      	
      88
	
      SECTION 21.	
      Issuance of Additional Investor Certificates.
      	
      89
	
      SECTION 22.	
      Sale or Transfer of Seller-Owned Classes.
      	
      89
	
      SECTION 23.	
      Paired Series
      	
      90
	
      SECTION 24.	
      Monthly Deposits
      	
      90
	
      SECTION 25.	
      Ratification of Pooling and Servicing Agreement
      	91
	
      SECTION 26.	
      Counterparts
      	91
	
      SECTION 27.	
      Book-Entry Certificates
      	92
	
      SECTION 28.
	
      Governing Law

      	
      90

      
	
      SECTION 29.	
      Perfection Representations
      	
      90





 


	
      EXHIBITS
	 
	
      EXHIBIT A-1
	
      Form of Class A Certificate

	
      EXHIBIT A-2
	
      Form of Class B Certificate

	
      EXHIBIT A-3
	
      Form of Class C Certificate

	
      EXHIBIT B
	
      Form of Investor Certificateholders' Monthly Statement

	
      EXHIBIT C
	
      Form of Monthly Servicer Certificate

	
      SCHEDULE I
	
      Perfection Representations, Warranties and Covenants