Exhibit 4.3


                                            BA CREDIT CARD FUNDING, LLC

                                                    Transferor

                                      FIA CARD SERVICES, NATIONAL ASSOCIATION

                                                     Servicer

                                                        and

                                            THE BANK OF NEW YORK MELLON

                                                      Trustee

                                 on behalf of the Series 2000-E Certificateholders

___________________________________________________________________________________________________________________


                                   AMENDED AND RESTATED SERIES 2000-E SUPPLEMENT

                                             Dated as of March 2, 2009

                                                        to

                                            SECOND AMENDED AND RESTATED

                                          POOLING AND SERVICING AGREEMENT

                                           Dated as of October 20, 2006

___________________________________________________________________________________________________________________


                                          BA MASTER CREDIT CARD TRUST II

                                                   SERIES 2000-E




        


                                                 TABLE OF CONTENTS

                                                                                                               Page


SECTION 1.Designation 1

SECTION 2.Definitions 2

SECTION 3.Servicing Compensation and Assignment of Interchange...................................................21

SECTION 4.Reassignment and Transfer Terms........................................................................22

SECTION 5.Delivery of the Class D Certificate....................................................................22

SECTION 6.Form of Delivery of the Certificates; Depository; Denominations........................................22

SECTION 7.Article IV of the Agreement............................................................................23

SECTION 4.04.Rights of Certificateholders and the Collateral Interest Holder.....................................23

SECTION 4.05.Allocations.........................................................................................23

SECTION 4.06.Determination of Monthly Interest...................................................................27

SECTION 4.07.Determination of Monthly Principal..................................................................28

SECTION 4.08.Coverage of Required Amount.........................................................................30

SECTION 4.09.Monthly Payments....................................................................................31

SECTION 4.10.Investor Charge-Offs................................................................................35

SECTION 4.11.Excess Spread.......................................................................................37

SECTION 4.12.Reallocated Principal Collections...................................................................39

SECTION 4.13.Shared Principal Collections........................................................................40

SECTION 4.14.Principal Funding Account...........................................................................40

SECTION 4.15.Reserve Account.....................................................................................42

SECTION 4.16.Swap Reserve Fund...................................................................................44

SECTION 4.17.[RESERVED]..........................................................................................46

SECTION 4.18.Transferor's or Servicer's Failure to Make a Deposit or Payment.....................................46

SECTION 4.19.Interest Rate Swap..................................................................................47

SECTION 4.20.Interest Reserve Account............................................................................48

SECTION 8.Article V of the Agreement.............................................................................50

SECTION 5.01          Distributions..............................................................................50

SECTION 5.02          Monthly Series 2000-E Certificateholders' Statement........................................51

SECTION 9.Series 2000-E Pay Out Events...........................................................................53

SECTION 10.Series 2000-E Termination.............................................................................54

SECTION 11.Periodic Finance Charges and Other Fees...............................................................54

SECTION 12.Limitations on Addition of Accounts...................................................................55

SECTION 13.Counterparts..........................................................................................55

                                                         -i-



        


                                                 TABLE OF CONTENTS
                                                     (continued)
                                                                                                               Page

SECTION 14.Governing Law; Submission to Jurisdiction; Agent for Service of Process...............................55

SECTION 15.Additional Notices....................................................................................55

SECTION 16.Additional Representations and Warranties of the Servicer.............................................55

SECTION 17.No Petition...........................................................................................56

SECTION 18.Certain Tax Related Amendments........................................................................56

SECTION 19.Transfers of the Collateral Interest..................................................................56

SECTION 20. Uncertificated Securities............................................................................57

SECTION 21. Transfers of the Class D Certificate.................................................................57

EXHIBITS
EXHIBIT A-1                Form of Class A Certificate

EXHIBIT A-2                Form of Class B Certificate

EXHIBIT A-3                Form of Class D Certificate

EXHIBIT B                  Form of Monthly Payment Instructions and Notification to the Trustee

EXHIBIT C                  Form of Monthly Series 2000-E Certificateholders' Statement

EXHIBIT D                  Form of Collateral Interest Investment Letter


SCHEDULE 1

Schedule to Exhibit C of the Pooling and Servicing Agreement

                                                        -ii-



        


                  AMENDED AND RESTATED SERIES 2000-E SUPPLEMENT, dated as of March 2, 2009 (this "Series
Supplement"), by and among FIA CARD SERVICES, NATIONAL ASSOCIATION, a national banking association ("FIA"), as
Servicer, BA CREDIT CARD FUNDING, LLC, a Delaware limited liability company ("Funding"), as Transferor, and THE
BANK OF NEW YORK MELLON (formerly known as The Bank of New York) (the "Trustee"), as Trustee under the Second
Amended and Restated Pooling and Servicing Agreement, dated as of October 20, 2006, among FIA, as Servicer,
Funding, as Transferor, and the Trustee, as amended and supplemented from time to time (the "Agreement").

                  WHEREAS, the Trustee and MBNA America Bank, National Association ("MBNA") (as the predecessor
to FIA) have heretofore executed and delivered a Series 2000-E Supplement, dated as of June 1, 2000 (as amended,
supplemented or otherwise modified prior to March 2, 2009, the "Original Series 2000-E Supplement"); and

                  WHEREAS, the parties hereto desire to amend and restate in its entirety the Original Series
2000-E Supplement to, among other things, provide for the issuance of the Class D Certificate (as defined below).

                  NOW, THEREFORE, in consideration of the promises and the agreements contained herein, the
Original Series 2000-E Supplement is hereby amended and restated in its entirety as follows:

                  Section 6.09 of the Agreement provides, among other things, that the Transferor and the Trustee
may at any time and from time to time enter into a supplement to the Agreement for the purpose of authorizing the
delivery by the Trustee to the Transferor for the execution and redelivery to the Trustee for authentication of
one or more Series of Certificates.

                  Pursuant to the Original Series 2000-E Supplement, MBNA, as seller and predecessor to the
Transferor, and the Trustee created a Series of Investor Certificates consisting of the Class A Certificates, the
Class B Certificates and the Collateral Interest, and this Series Supplement shall specify the Principal Terms
thereof and of the Class D Certificate.

                  SECTION 1.        Designation.  (a) The Series created pursuant to the Original Series 2000-E
Supplement consists of Investor Certificates issued in two classes pursuant to the Agreement and the Original
Series 2000-E Supplement and known together as the "Series 2000-E Certificates."  The two classes are designated
the Class A 7.80% Asset Backed Certificates, Series 2000-E (the "Class A Certificates") and the Class B 8.15%
Asset Backed Certificates, Series 2000-E (the "Class B Certificates").  The Class A Certificates and the Class B
Certificates are substantially in the form of Exhibits A-1 and A-2 hereto, respectively.  In addition, a third
Class of an uncertificated interest in the Trust was created, which is deemed to be an "Investor Certificate" for
all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which is
known as the Collateral Interest, Series 2000-E (the "Collateral Interest").  In addition, there is hereby
created a fourth Class of Investor Certificates which shall be known as the Class D Certificate, Series 2000-E
(the "Class D Certificate," and together with the Class A Certificates and the Class B Certificates, the "Series
2000-E Certificates").  The Class D Certificate shall be issued as one definitive certificate substantially in
the form of Exhibit A-3 hereto.




        


                  (b)      Series 2000-E is included in Group One (as defined below).  Series 2000-E is not
subordinated to any other Series.

                  (c)      The Collateral Interest Holder, as holder of an "Investor Certificate" under the
Agreement, is entitled to the benefits of the Agreement and this Series Supplement.  Notwithstanding the
foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement
relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered
Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of
Tax Opinion in Section 1.01 of the Agreement do not apply to the Collateral Interest, and (ii) the provisions of
Section 3.07 of the Agreement do not apply to cause the Collateral Interest to be treated as debt for federal,
state and local income and franchise tax purposes, but rather the Transferor intends and, together with the
Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and
franchise tax purposes as representing an equity interest in the assets of the Trust.

                  (d)      The Class D Certificateholder, as holder of an Investor Certificate under the
Agreement, shall be entitled to the benefits of the Agreement and this Supplement.  Notwithstanding the
foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement
relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered
Certificates and the opinion described in Section 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax
Opinion in Section 1.01 of the Agreement shall not be applicable to the Class D Certificate, and (ii) the
provisions of Section 3.07 of the Agreement do not apply to cause the Class D Certificate to be treated as debt
for federal, state and local income and franchise tax purposes, but rather the Transferor intends and, together
with the Class D Certificateholder, agrees to treat the Class D Certificate for federal, state and local income
and franchise tax purposes as representing an equity interest in the assets of the Trust.

                  SECTION 2.        Definitions.

                  In the event that any term or provision contained herein shall conflict with or be inconsistent
with any provision contained in the Agreement, the terms and provisions of this Series Supplement shall govern.
All Article, Section or subsection references herein shall mean Articles, Sections or subsections of the
Agreement, except as otherwise provided herein.  All capitalized terms not otherwise defined herein are defined
in the Agreement.  Each capitalized term defined herein shall relate only to the Investor Certificates and no
other Series of Certificates issued by the Trust.

                  "Accumulation Period" shall mean, solely for the purposes of the definition of Group One
Monthly Principal Payment as such term is defined in each Supplement relating to Group One, the Controlled
Accumulation Period.

                  "Accumulation Period Factor" shall mean, for each Monthly Period, a fraction, the numerator of
which is equal to the sum of the initial investor interests of all outstanding Series, and the denominator of
which is equal to the sum of (a) the Initial Investor Interest, (b) the initial investor interests of all
outstanding Series (other than Series 2000-E) which are not expected to be in their revolving periods, and (c)
the initial investor interests of all other

                                                           2



        


outstanding Series which are not allocating Shared Principal Collections to other Series and are in their
revolving periods; provided, however, that this definition may be changed at any time if the Rating Agency
Condition is satisfied.

                  "Accumulation Period Length" shall have the meaning assigned such term in subsection 4.09(k).

                  "Accumulation Shortfall" shall initially mean zero and shall thereafter mean, with respect to
any Monthly Period during the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit
Amount for the previous Monthly Period over the amount deposited into the Principal Funding Account pursuant to
subsections 4.09(f)(i), 4.09(f)(ii), 4.09(f)(iii) and 4.09(f)(iv) with respect to the Class A Certificates, the
Class B Certificates, the Collateral Interest and the Class D Certificates, respectively, for the previous
Monthly Period.

                  "Adjusted Investor Interest" shall mean, with respect to any date of determination, an amount
equal to the sum of (a) the Class A Adjusted Investor Interest, (b) the Class B Adjusted Investor Interest, (c)
the Collateral Interest Adjusted Amount and (d) the Class D Adjusted Investor Interest.

                  "Aggregate Investor Default Amount" shall mean, with respect to any Monthly Period, the sum of
the Investor Default Amounts in respect of such Monthly Period.

                  "Assignee" shall have the meaning specified in subsection 19(a).

                  "Available Investor Principal Collections" shall mean with respect to any Monthly Period, an
amount equal to (a) the Investor Principal Collections for such Monthly Period, minus (b) the amount of
Reallocated Class D Principal Collections, Reallocated Collateral Principal Collections and Reallocated Class B
Principal Collections with respect to such Monthly Period which pursuant to Section 4.12 are required to fund the
Class A Required Amount, the Class B Required Amount and the Collateral Required Amount, plus (c) the amount of
Shared Principal Collections with respect to Group One that are allocated to Series 2000-E in accordance with
subsection 4.13(b).

                  "Available Reserve Account Amount" shall mean, with respect to any Transfer Date, the lesser of
(a) the amount on deposit in the Reserve Account on such date (after taking into account any interest and
earnings retained in the Reserve Account pursuant to subsection 4.15(b) on such date), but before giving effect
to any deposit made or to be made pursuant to subsection 4.11(i) to the Reserve Account on such date), and (b)
the Required Reserve Account Amount.

                  "Available Swap Reserve Fund Amount" shall mean, with respect to any Transfer Date, the lesser
of (a) the amount on deposit in the Swap Reserve Fund on such date (after taking into account any interest and
earnings retained in the Swap Reserve Fund pursuant to subsection 4.16(b) on such date), and (b) the Required
Swap Reserve Fund Amount.

                  "Base Rate" shall mean, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is equal to the sum of the Class A Monthly Interest, the Class B
Monthly Interest, the Collateral Minimum Monthly Interest, and

                                                           3



        


the Net Swap Payment, if any, each for the related Interest Period, less the Net Swap Receipt, if any, deposited
in the Finance Charge Account for such Interest Period, and the Certificateholder Servicing Fee and the Servicer
Interchange, each with respect to such Monthly Period, and the denominator of which is the Investor Interest as
of the close of business on the last day of such Monthly Period.

                  "Certificateholder Servicing Fee" shall have the meaning specified in subsection 3(a) hereof.

                  "Class A Account Percentage" shall mean, with respect to any date of determination, the
percentage equivalent of a fraction, the numerator of which is the aggregate amount on deposit in the Principal
Funding Account with respect to Class A Monthly Principal as of the Record Date preceding the related Transfer
Date and the denominator of which is the aggregate amount on deposit in the Principal Funding Account with
respect to Class A Monthly Principal and Class B Monthly Principal as of the Record Date preceding the related
Transfer Date.

                  "Class A Additional Interest" shall have the meaning specified in subsection 4.06(a).

                  "Class A Adjusted Investor Interest" shall mean, with respect to any date of determination, an
amount equal to the Class A Investor Interest minus the funds on deposit in the Principal Funding Account (in an
amount not to exceed the Class A Investor Interest) on such date of determination.

                  "Class A Available Funds" shall mean, with respect to any Monthly Period, an amount equal to
the sum of (a) the Class A Floating Allocation of the Collections of Finance Charge Receivables and amounts with
respect to Annual Membership Fees allocated to the Investor Certificates and deposited in the Finance Charge
Account for such Monthly Period (or to be deposited in the Finance Charge Account on the related Transfer Date
with respect to the preceding Monthly Period pursuant to the third paragraph of subsection 4.03(a) and Section
2.08 of the Agreement and subsection 3(b) of this Series Supplement), excluding the portion of Collections of
Finance Charge Receivables attributable to Servicer Interchange, (b) an amount equal to the product of (i) the
Class A Account Percentage and (ii) the Principal Funding Investment Proceeds, if any, with respect to the
related Transfer Date, (c) amounts, if any, to be withdrawn from the Reserve Account which will be deposited into
the Finance Charge Account on the related Transfer Date to be treated as Class A Available Funds pursuant to
subsections 4.15(b) and 4.15(d)(i), (d) the Net Swap Receipt, if any, deposited in the Finance Charge Account
with respect to such Monthly Period and previously due but not paid Net Swap Receipts, if any, deposited in the
Finance Charge Account with respect to such Monthly Period, (e) amounts, if any, to be withdrawn from the Swap
Reserve Fund which will be deposited into the Finance Charge Account on the related Transfer Date pursuant to
subsection 4.16(d), and (f) amounts, if any, to be withdrawn from the Interest Reserve Account and deposited into
the Finance Charge Account on the related Transfer Date pursuant to subsection 4.20(c).

                  "Class A Certificate Rate" shall mean 7.80% per annum, calculated on the basis of a 360-day
year consisting of twelve 30-day months.

                                                           4



        


                  "Class A Certificateholder" shall mean the Person in whose name a Class A Certificate is
registered in the Certificate Register.

                  "Class A Certificates" shall mean any of the certificates executed by the Transferor and
authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1 hereto.

                  "Class A Deficiency Amount" shall have the meaning specified in subsection 4.06(a).

                  "Class A Fixed Allocation" shall mean, with respect to any Monthly Period following the
Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Class A Investor Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor Interest as of the close of business on the last day
of the Revolving Period.

                  "Class A Floating Allocation" shall mean, with respect to any Monthly Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class A
Adjusted Investor Interest as of the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the Class A Floating Allocation shall mean the
percentage equivalent of a fraction, the numerator of which is the Class A Initial Investor Interest and the
denominator of which is the Initial Investor Interest.

                  "Class A Initial Investor Interest" shall mean the aggregate initial principal amount of the
Class A Certificates, which is $500,000,000.

                  "Class A Investor Allocation" shall mean with respect to any Monthly Period, (a) with respect
to Default Amounts and Finance Charge Receivables at any time and Principal Receivables during the Revolving
Period, the Class A Floating Allocation, and (b) with respect to Principal Receivables during the Controlled
Accumulation Period, the Rapid Accumulation Period or the Rapid Amortization Period, the Class A Fixed Allocation.

                  "Class A Investor Charge-Offs" shall have the meaning specified in subsection 4.10(a).

                  "Class A Investor Default Amount" shall mean, with respect to each Transfer Date, an amount
equal to the product of (a) the Aggregate Investor Default Amount for the related Monthly Period and (b) the
Class A Floating Allocation applicable for the related Monthly Period.

                  "Class A Investor Interest" shall mean, on any date of determination, an amount equal to (a)
the Class A Initial Investor Interest, minus (b) the aggregate amount of principal payments made to Class A
Certificateholders prior to such date and minus (c) the excess, if any, of the aggregate amount of Class A
Investor Charge-Offs pursuant to subsection 4.10(a) over Class A Investor Charge-Offs reimbursed pursuant to
subsection 4.11(b) prior to such date of

                                                           5



        


determination; provided, however, that the Class A Investor Interest may not be reduced below zero.

                  "Class A Monthly Interest" shall mean the monthly interest distributable in respect of the
Class A Certificates as calculated in accordance with subsection 4.06(a).

                  "Class A Monthly Principal" shall mean the monthly principal distributable in respect of the
Class A Certificates as calculated in accordance with subsection 4.07(a).

                  "Class A Required Amount" shall have the meaning specified in subsection 4.08(a).

                  "Class A Servicing Fee"  shall have the meaning specified in subsection 3(a) of this Series
Supplement.

                  "Class B Account Percentage" shall mean, with respect to any date of determination, the
percentage equivalent of a fraction, the numerator of which is the aggregate amount on deposit in the Principal
Funding Account with respect to Class B Monthly Principal as of the Record Date preceding the related Transfer
Date and the denominator of which is the aggregate amount on deposit in the Principal Funding Account with
respect to Class A Monthly Principal and Class B Monthly Principal as of the Record Date preceding the related
Transfer Date.

                  "Class B Additional Interest" shall have the meaning specified in subsection 4.06(b).

                  "Class B Adjusted Investor Interest" shall mean, with respect to any date of determination, an
amount equal to the Class B Investor Interest minus the excess, if any, of the Principal Funding Account Balance
over the Class A Investor Interest on such date of determination (such excess not to exceed the Class B Investor
Interest).

                  "Class B Available Funds" shall mean, with respect to any Monthly Period, an amount equal to
the sum of (a) the Class B Floating Allocation of the Collections of Finance Charge Receivables and amounts with
respect to Annual Membership Fees allocated to the Investor Certificates and deposited in the Finance Charge
Account for such Monthly Period (or to be deposited in the Finance Charge Account on the related Transfer Date
with respect to the preceding Monthly Period pursuant to the third paragraph of subsection 4.03(a) and Section
2.08 of the Agreement and subsection 3(b) of this Series Supplement), excluding the portion of Collections of
Finance Charge Receivables attributable to Servicer Interchange, (b) an amount equal to the product of (i) the
Class B Account Percentage and (ii) the Principal Funding Investment Proceeds, if any, with respect to the
related Transfer Date and (c) amounts, if any, to be withdrawn from the Reserve Account which will be deposited
into the Finance Charge Account on the related Transfer Date to be treated as Class B Available Funds pursuant to
subsection 4.15(d)(ii).

                  "Class B Certificate Rate" shall mean 8.15% per annum, calculated on the basis of a 360-day
year consisting of twelve 30-day months.

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                  "Class B Certificateholder" shall mean the Person in whose name a Class B Certificate is
registered in the Certificate Register.

                  "Class B Certificates" shall mean any of the certificates executed by the Transferor and
authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2 hereto.

                  "Class B Deficiency Amount" shall have the meaning specified in subsection 4.06(b).

                  "Class B Fixed Allocation" shall mean, with respect to any Monthly Period following the
Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Class B Investor Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor Interest as of the close of business on the last day
of the Revolving Period.

                  "Class B Floating Allocation" shall mean, with respect to any Monthly Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B
Adjusted Investor Interest as of the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the Class B Floating Allocation shall mean the
percentage equivalent of a fraction, the numerator of which is the Class B Initial Investor Interest and the
denominator of which is the Initial Investor Interest.

                  "Class B Initial Investor Interest" shall mean the aggregate initial principal amount of the
Class B Certificates, which is $45,000,000.

                  "Class B Investor Allocation" shall mean with respect to any Monthly Period, (a) with respect
to Default Amounts and Finance Charge Receivables at any time or Principal Receivables during the Revolving
Period, the Class B Floating Allocation, and (b) with respect to Principal Receivables during the Controlled
Accumulation Period, the Rapid Accumulation Period or the Rapid Amortization Period, the Class B Fixed Allocation.

                  "Class B Investor Charge-Offs" shall have the meaning specified in subsection 4.10(b).

                  "Class B Investor Default Amount" shall mean, with respect to each Transfer Date, an amount
equal to the product of (a) the Aggregate Investor Default Amount for the related Monthly Period and (b) the
Class B Floating Allocation applicable for the related Monthly Period.

                  "Class B Investor Interest" shall mean, on any date of determination, an amount equal to (a)
the Class B Initial Investor Interest, minus (b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for all
prior Transfer Dates pursuant to subsection 4.10(b), minus (d) the amount of the Reallocated Class B Principal
Collections allocated pursuant to subsection 4.12(a) on all prior Transfer Dates for which the Collateral
Interest Amount has not

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been reduced, minus (e) an amount equal to the amount by which the Class B Investor Interest has been reduced
on all prior Transfer Dates pursuant to subsection 4.10(a) and plus (f) the aggregate amount of Excess Spread
allocated and available on all prior Transfer Dates pursuant to subsection 4.11(d) for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the Class B Investor
Interest may not be reduced below zero.

                  "Class B Monthly Interest" shall mean the monthly interest distributable in respect of the
Class B Certificates as calculated in accordance with subsection 4.06(b).

                  "Class B Monthly Principal" shall mean the monthly principal distributable in respect of the
Class B Certificates as calculated in accordance with subsection 4.07(b).

                  "Class B Required Amount" shall have the meaning specified in subsection 4.08(b).

                  "Class B Servicing Fee" shall have the meaning specified in subsection 3(a) hereof.

                  "Class D Adjusted Investor Interest" shall mean, with respect to any date of determination, an
amount equal to the class D Investor Interest minus the excess, if any, of the Principal Funding Account Balance
over the sum of the Class A Investor Interest, the Class B Investor Interest and the Collateral Interest Amount
on such date of determination (such excess not to exceed the Class D Investor Interest).

                  "Class D Available Funds" shall mean, with respect to any Monthly Period, an amount equal to
the Class D Floating Allocation of the Collections of Finance Charge Receivables and amounts with respect to
Annual Membership Fees allocated to the Investor Certificates and deposited in the Finance Charge Account for
such Monthly Period (or to be deposited in the Finance Charge Account on the related Transfer Date with respect
to the preceding Monthly Period pursuant to the third paragraph of subsection 4.03(a) and Section 2.08 of the
Agreement and subsection 3(b) of this Series Supplement), excluding the portion of Collections of Finance Charge
Receivables attributable to Servicer Interchange.

                  "Class D Certificateholder" shall mean the Transferor or its successor in interest.

                  "Class D Certificates" shall mean any of the certificates executed by the Transferor and
authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3 hereto.

                  "Class D Fixed Allocation" shall mean with respect to any Monthly Period following the
Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Class D Investor Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor Interest as of the close of business on the last day
of the Revolving Period.

                  "Class D Floating Allocation" shall mean, with respect to any Monthly Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the numerator

                                                           8



        



of which is the Class D Adjusted Investor Interest as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Adjusted Investor Interest as of the close of
business on such day; provided, however, that, with respect to the first Monthly Period, the Class D Floating
Allocation shall mean the percentage equivalent of a fraction, the numerator of which is the Class D Initial
Investor Interest and the denominator of which is the Initial Investor Interest.

                  "Class D Initial Investor Interest" shall mean $51,030,000.

                  "Class D Investor Allocation" shall mean with respect to any Monthly Period (a) with respect to
Default Amounts and Finance Charge Receivables at any time or Principal Receivables during the Revolving Period,
the Class D Floating Allocation, and (b) with respect to Principal Receivables during the Controlled Accumulation
Period, the Rapid Accumulation Period or the Rapid Amortization Period, the Class D Fixed Allocation.

                  "Class D Investor Charge-Offs" shall have the meaning specified in subsection 4.10(d).

                  "Class D Investor Default Amount" shall mean, with respect to any Transfer Date, an amount
equal to the product of (a) the Aggregate Investor Default Amount for the related Monthly Period and (b) the
Class D Floating Allocation applicable for the related Monthly Period.

                  "Class D Investor Interest" shall mean, an amount equal to (a) the Class D Initial Investor
Interest, minus (b) the aggregate amount of principal payments made to the Class D Certificateholder prior to
such date, minus (c) the aggregate amount of Class D Investor Charge-Offs for all prior Transfer Dates pursuant
to subsection 4.10(d), minus (d) the amount of Reallocated Principal Collections allocated pursuant to
subsections 4.12(a), (b) and (c) on all prior Transfer Dates, minus (e) an amount equal to the amount by which
the Class D Investor Interest has been reduced on all prior Transfer Dates pursuant to subsections 4.10(a), (b)
and (c), and plus (f) the aggregate amount of Excess Spread allocated and available on all prior Transfer Dates
pursuant to subsection 4.11(m) for the purpose of reimbursing amounts deducted pursuant to the foregoing clauses
(c), (d) and (e); provided, however, that the Class D Investor Interest may not be reduced below zero.

                  "Class D Monthly Principal" shall mean the monthly principal distributable in respect of the
Class D Investor Interest as calculated in accordance with subsection 4.07(d).

                  "Class D Servicing Fee" shall have the meaning specified in subsection 3(a) hereof.

                  "Closing Date" shall mean June 1, 2000.

                  "Code" shall mean the Internal Revenue Code of 1986, as amended.

                  "Collateral Allocation" shall mean with respect to any Monthly Period, (a) with respect to
Default Amounts and Finance Charge Receivables at any time or Principal Receivables during the Revolving Period,
the Collateral Floating Allocation, and (b) with respect


                                                        9


        



to Principal Receivables during the Controlled Accumulation Period, the Rapid Accumulation Period or the Rapid
Amortization Period, the Collateral Fixed Allocation.

                  "Collateral Available Funds" shall mean, with respect to any Monthly Period, an amount equal to
the Collateral Floating Allocation of the Collections of Finance Charge Receivables and amounts with respect to
Annual Membership Fees allocated to the Investor Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the related Transfer Date with respect to the
preceding Monthly Period pursuant to the third paragraph of subsection 4.03(a) and Section 2.08 of the Agreement
and subsection 3(b) of this Series Supplement), excluding the portion of Collections of Finance Charge Receivables
attributable to Servicer Interchange.

                  "Collateral Charge-Offs" shall have the meaning specified in subsection 4.10(c).

                  "Collateral Default Amount" shall mean, with respect to any Transfer Date, an amount equal to
the product of (a) the Aggregate Investor Default Amount for the related Monthly Period and (b) the Collateral
Floating Allocation applicable for the related Monthly Period.

                  "Collateral Fixed Allocation" shall mean with respect to any Monthly Period following the
Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Collateral Interest Amount as of the close of business on the last day of the Revolving
Period and the denominator of which is equal to the Investor Interest as of the close of business on the last day
of the Revolving Period.

                  "Collateral Floating Allocation" shall mean, with respect to any Monthly Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Collateral
Interest Adjusted Amount as of the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as of the close of business on such day;
provided, however, that, with respect to the first Monthly Period, the Collateral Floating Allocation shall mean
the percentage equivalent of a fraction, the numerator of which is the Collateral Interest Initial Amount and the
denominator of which is the Initial Investor Interest.

                  "Collateral Interest" shall mean a fractional undivided interest in the Trust which shall
consist of the right to receive (i) to the extent necessary to make the required payments to the Collateral
Interest Holder under this Series Supplement, the portion of Collections allocable thereto under the Agreement
and this Series Supplement, funds on deposit in the Collection Account allocable thereto pursuant to the
Agreement and this Series Supplement, and funds on deposit in the Principal Funding Account or any other Series
Account (and any investment earnings thereon, net of investment expenses and losses, if and to the extent
specifically provided herein) allocable thereto pursuant to the Agreement and this Series Supplement and (ii)
amounts available for payment to the Collateral Interest Holder pursuant to subsections 4.11(j) and 4.11(n) and
Sections 4.15, 4.16 and 4.19.

                  "Collateral Interest Adjusted Amount" shall mean, with respect to any date of determination, an
amount equal to the Collateral Interest Amount minus the excess, if any, of the

                                                           10



        



Principal Funding Account Balance over the sum of the Class A Investor Interest and the Class B Investor Interest
on such date of determination (such excess not to exceed the Collateral Interest Amount).

                  "Collateral Interest Amount" shall mean, an amount equal to (a) the Collateral Interest Initial
Amount, minus (b) the aggregate amount of principal payments made to the Collateral Interest Holder prior to such
date, minus (c) the aggregate amount of Collateral Charge-Offs for all prior Transfer Dates pursuant to subsection
4.10(c), minus (d) the amount of Reallocated Principal Collections allocated pursuant to subsections 4.12(a) and
(b) on all prior Transfer Dates, minus (e) an amount equal to the amount by which the Collateral Interest Amount
has been reduced on all prior Transfer Dates pursuant to subsections 4.10(a) and (b), and plus (f) the aggregate
amount of Excess Spread allocated and available on all prior Transfer Dates pursuant to subsection 4.11(h) for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided further,
however, that the Collateral Interest Amount may not be reduced below zero.

                  "Collateral Interest Holder" shall mean the entity so designated in writing by the Transferor
to the Trustee.

                  "Collateral Interest Initial Amount" shall mean $45,000,000.

                  "Collateral Interest Servicing Fee" shall have the meaning specified in subsection 3(a) hereof.

                  "Collateral Minimum Monthly Interest" shall mean the monthly interest distributable in respect
of the Collateral Interest Amount as calculated in accordance with subsection 4.06(c).

                  "Collateral Minimum Rate" shall mean, for any Interest Period, the rate specified in the
Transfer Agreement; provided, however, that the Collateral Minimum Rate shall not exceed a rate of 9.50% per
annum.

                  "Collateral Monthly Principal" shall mean the monthly principal distributable in respect of the
Collateral Interest Amount as calculated in accordance with subsection 4.07(c).

                  "Collateral Required Amount" shall have the meaning specified in subsection 4.08(c).

                  "Controlled Accumulation Amount" shall mean for any Transfer Date with respect to the
Controlled Accumulation Period, $53,419,166.67; provided, however, that if the Accumulation Period Length is
determined to be less than 12 months pursuant to subsection 4.09(k), the Controlled Accumulation Amount for each
Transfer Date with respect to the Controlled Accumulation Period will be equal to (i) the product of (x) the
Initial Investor Interest and (y) the Accumulation Period Factor for such Monthly Period divided by (ii) the Required
Accumulation Factor Number.

                  "Controlled Accumulation Period" shall mean, unless a Pay Out Event shall have occurred prior
thereto, the period commencing at the close of business on April 30, 2009 or such
                                                           11



        



later date as is determined in accordance with subsection 4.09(k) and ending on the first to occur of (a) a Pay
Out Commencement Date and (b) the Series 2000-E Termination Date.

                  "Controlled Deposit Amount" shall mean, with respect to any Transfer Date, the sum of (a) the
Controlled Accumulation Amount for such Transfer Date and (b) any existing Accumulation Shortfall.

                  "Covered Amount" shall mean an amount, determined as of each Transfer Date with respect to the
Controlled Accumulation Period or the Rapid Accumulation Period and the first Transfer Date with respect to the
Rapid Amortization Period, equal to the sum of (a) the product of (i) a fraction, the numerator of which is the
actual number of days in the related Interest Period, or, in the event the Interest Rate Swap has been
terminated, the numerator of which is 30, and, in either case, the denominator of which is 360, times (ii) the
Swap Floating Rate, or, in the event the Interest Rate Swap has been terminated, the Class A Certificate Rate, in
either case, in effect with respect to such Interest Period, times (iii) the aggregate amount on deposit in the
Principal Funding Account with respect to Class A Monthly Principal as of the Record Date preceding such Transfer
Date, plus (b) one-twelfth of the product of (i) the Class B Certificate Rate in effect with respect to such
Interest Period times (ii) the aggregate amount on deposit in the Principal Funding Account with respect to Class
B Monthly Principal as of the Record Date preceding such Transfer Date.

                  "Credit Enhancement" shall mean (a) with respect to the Class A Certificates, the subordination
of the Class B Certificates, the Collateral Interest and the Class D Certificates, (b) with respect to the Class
B Certificates, the subordination of the Collateral Interest and the Class D Certificates, and (c) with respect
to the Collateral Interest, the subordination of the Class D Certificates.

                  "Credit Enhancement Provider" shall mean the Collateral Interest Holder.

                  "Cumulative Series Principal Shortfall" shall mean the sum of the Series Principal Shortfalls
(as such term is defined in each of the related Series Supplements) for each Series in Group One.

                  "Daily Principal Shortfall" shall mean, on any date of determination, the excess of the Group
One Monthly Principal Payment for the Monthly Period relating to such date over the month to date amount of
Collections processed in respect of Principal Receivables for such Monthly Period allocable to investor
certificates of all outstanding Series in Group One, not subject to reallocation, which are on deposit or to be
deposited in the Principal Account on such date.

                  "Distribution Date" shall mean July 17, 2000 and the fifteenth day of each calendar month
thereafter, or if such fifteenth day is not a Business Day, the next succeeding Business Day.

                  "Excess Spread" shall mean, with respect to any Transfer Date, the sum of the amounts with
respect to such Transfer Date, if any, specified pursuant to subsections 4.09(a)(v), 4.09(b)(iii), 4.09(c)(ii)
and 4.09(d)(ii).

                                                           12



        


                  "Fitch" shall mean Fitch, Inc. or its successors.

                  "Fixed Amount" shall mean, for any Transfer Date, an amount equal to the fixed amount payable
by the Swap Counterparty to the Trust for such date pursuant to the Interest Rate Swap.

                  "Fixed Investor Percentage" shall mean, with respect to any Monthly Period, the percentage
equivalent of a fraction, the numerator of which is the Investor Interest as of the close of business on the last
day of the Revolving Period and the denominator of which is the greater of (a) the aggregate amount of Principal
Receivables in the Trust determined as of the close of business on the last day of the prior Monthly Period and
(b) the sum of the numerators used to calculate the Investor Percentages (as such term is defined in the
Agreement) for allocations with respect to Principal Receivables for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly Period in which an Addition Date occurs or in
which a Removal Date occurs on which, if any Series has been paid in full, Principal Receivables in an aggregate
amount approximately equal to the initial investor interest of such Series are removed from the Trust, the
denominator determined pursuant to clause (a) hereof shall be (i) the aggregate amount of Principal Receivables
in the Trust as of the close of business on the last day of the prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the related Addition Date or Removal Date and
(ii) the aggregate amount of Principal Receivables in the Trust as of the beginning of the day on the related
Addition Date or Removal Date after adjusting for the aggregate amount of Principal Receivables added to or
removed from the Trust on the related Addition Date or Removal Date, for the period from and including the
related Addition Date or Removal Date to and including the last day of such Monthly Period.

                  "Fixed Rate Notional Amount" shall mean the Fixed Rate Notional Amount as defined in the
Interest Rate Swap.

                  "Floating Amount" shall mean, for any Transfer Date, an amount equal to the floating amount
payable by the Trust to the Swap Counterparty for such date pursuant to the Interest Rate Swap.

                  "Floating Investor Percentage" shall mean, with respect to any Monthly Period, the percentage
equivalent of a fraction, the numerator of which is the Adjusted Investor Interest as of the close of business on
the last day of the preceding Monthly Period (or with respect to the first Monthly Period, the Initial Investor
Interest) and the denominator of which is the greater of (a) the aggregate amount of Principal Receivables as of
the close of business on the last day of the preceding Monthly Period (or with respect to the first calendar
month in the first Monthly Period, the aggregate amount of Principal Receivables in the Trust as of the close of
business on the day immediately preceding the Closing Date and with respect to the second calendar month in the
first Monthly Period, the aggregate amount of Principal Receivables as of the close of business on the last day
of the first calendar month in the first Monthly Period), and (b) the sum of the numerators used to calculate the
Investor Percentages (as such term is defined in the Agreement) for allocations with respect to Finance Charge
Receivables, Default Amounts or Principal Receivables, as applicable, for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly Period in which an Addition Date occurs

                                                           13



        


or in which a Removal Date occurs on which, if any Series has been paid in full, Principal Receivables in an
aggregate amount approximately equal to the initial investor interest of such Series are removed from the Trust,
the denominator determined pursuant to clause (a) hereof shall be (i) the aggregate amount of Principal
Receivables in the Trust as of the close of business on the last day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but excluding the related Addition Date or Removal
Date and (ii) theaggregate amount of Principal Receivables in the Trust as of the beginning of the day on the
related Addition Date or Removal Date after adjusting for the aggregate amount of Principal Receivables added to
or removed from the Trust on the related Addition Date or Removal Date, for the period from and including the
related Addition Date or Removal Date to and including the last day of such Monthly Period.

                  "Group One" shall mean Series 2000-E and each other Series specified in the related Supplement
to be included in Group One.

                  "Group One Monthly Principal Payment" shall mean with respect to any Monthly Period, for all
Series in Group One (including Series 2000-E) which are in an Amortization Period or Accumulation Period (as such
terms are defined in the related Supplements for all Series in Group One), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for any Series in its Controlled Amortization Period (as such
terms are defined in the related Supplements for all Series in Group One), (b) the Controlled Deposit Amount for
the related Transfer Date for any Series in its Accumulation Period, other than its Rapid Accumulation Period, if
applicable (as such terms are defined in the related Supplements for all Series in Group One), (c) the Investor
Interest as of the end of the prior Monthly Period taking into effect any payments to be made on the following
Distribution Date for any Series in Group One in its Principal Amortization Period or Rapid Amortization Period
(as such terms are defined in the related Supplements for all Series in Group One), (d) the Adjusted Investor
Interest as of the end of the prior Monthly Period taking into effect any payments or deposits to be made on the
following Transfer Date and Distribution Date for any Series in Group One in its Rapid Accumulation Period (as
such terms are defined in the related Supplements for all Series in Group One) , and (e) such other amounts as
may be specified in the related  Supplements for all Series in Group One.

                  "Initial Investor Interest"  shall mean $641,030,000.

                  "Interest Period" shall mean, with respect to any Distribution Date, the period from and
including the previous Distribution Date (or in the case of the first Distribution Date, from and including the
Closing Date) through the day preceding such Distribution Date.

                  "Interest Rate Swap" shall mean the ISDA Master Agreement, together with the Schedule thereto,
each dated as of the Closing Date between the Trustee on behalf of the Trust and the Swap Counterparty, as such
Interest Rate Swap may be amended, modified or replaced.

                  "Interest Reserve Account" shall have the meaning specified in subsection 4.19(g).


                                                           14



        


                  "Interest Reserve Account Event" shall have the meaning specified in subsection 4.19(g).

                  "Investment Letter" shall have the meaning specified in subsection 19(b).

                  "Investor Certificateholder" shall mean (a) with respect to the Class A Certificates, the
holder of record of a Class A Certificate, (b) with respect to the Class B Certificates, the holder of record of a
Class B Certificate, (c) with respect to the Collateral Interest, the Collateral Interest Holder and (d) with
respect to the Class D Certificates, the Class D Certificateholder.

                  "Investor Certificates" shall mean the Class A Certificates, the Class B Certificates, the
Collateral Interest and the Class D Certificate.

                  "Investor Default Amount" shall mean, with respect to any Receivable in a Defaulted Account, an
amount equal to the product of (a) the Default Amount and (b) the Floating Investor Percentage on the day such
Account became a Defaulted Account.

                  "Investor Interest" shall mean, on any date of determination, an amount equal to the sum of (a)
the Class A Investor Interest, (b) the Class B Investor Interest, (c) the Collateral Interest Amount and (d) the
Class D Investor Interest, each as of such date.

                  "Investor Percentage" shall mean for any Monthly Period, (a) with respect to Finance Charge
Receivables and Default Amounts at any time and Principal Receivables during the Revolving Period, the Floating
Investor Percentage and (b) with respect to Principal Receivables during the Controlled Accumulation Period, the
Rapid Accumulation Period or the Rapid Amortization Period, the Fixed Investor Percentage.

                  "Investor Principal Collections" shall mean, with respect to any Monthly Period, the sum of (a)
the aggregate amount deposited into the Principal Account for such Monthly Period pursuant to subsections
4.05(a)(ii), (iii), (iv) and (v), 4.05(b)(ii), (iii), (iv) and (v), 4.05(c)(ii) or 4.05(d)(ii), in each case, as
applicable to such Monthly Period, (b) the aggregate amount to be treated as Investor Principal Collections
pursuant to subsections 4.09(a)(iv) and 4.11(a), (b), (c), (d), (g), (h), (l) and (m) for such Monthly Period
(other than such amount paid from Reallocated Principal Collections), and (c) the aggregate amount of Unallocated
Principal Collections deposited into the Principal Account pursuant to subsection 4.05(e).

                  "Investor Servicing Fee" shall have the meaning specified in subsection 3(a) hereof.

                  "Monthly Interest" shall mean, with respect to any Transfer Date, the sum of (a) the Class A
Monthly Interest, the Class A Additional Interest, if any, and the unpaid Class A Deficiency Amount, if any, (b)
the Class B Monthly Interest, the Class B Additional Interest, if any, and the unpaid Class B Deficiency Amount,
if any, (c) the Collateral Minimum Monthly Interest and any previously due and the unpaid Collateral Minimum
Monthly Interest, and (d) the Net Swap Payment, if any, and previously due but not paid Net Swap Payments, if
any, each with respect to such Transfer Date.


                                                           15



        



                  "Monthly Period" shall have the meaning specified in the Agreement, except that (a) the first
Monthly Period with respect to the Investor Certificates other than the Class D Certificate shall begin on and
include the Closing Date and shall end on and include June 30, 2000, and (b) the first Monthly Period with
respect to the Class D Certificate shall begin on and include the date hereof and shall end on and include March
31, 2009.

                  "Net Servicing Fee Rate" shall mean (a) so long as FIA or The Bank of New York Mellon is the
Servicer, 1.25% per annum and (b) if FIA or The Bank of New York Mellon is no longer the Servicer, 2.0% per annum.

                  "Net Swap Payment" shall mean, for any Transfer Date, (a) if the netting provisions of
subsection 2(c)(ii) of the Interest Rate Swap apply, the amount by which the Floating Amount for such date
exceeds the Fixed Amount for such date, and (b) otherwise, an amount equal to the Floating Amount for such date.

                  "Net Swap Receipt" shall mean, for any Transfer Date, (a) if the netting provisions of
subsection 2(c)(ii) of the Interest Rate Swap apply, the amount by which the Fixed Amount for such date exceeds
the Floating Amount for such date, and (b) otherwise, an amount equal to the Fixed Amount for such date.

                  "Pay Out Commencement Date" shall mean the date on which a Trust Pay Out Event is deemed to
occur pursuant to Section 9.01 or a Series 2000-E Pay Out Event is deemed to occur pursuant to Section 9 hereof.

                  "Permitted Assignee" shall mean any Person who, if it were the Collateral Interest Holder or
holder of an interest in the Trust, as applicable, would not cause the Trust to be taxable as a publicly traded
partnership for federal income tax purposes.

                  "Portfolio Adjusted Yield" shall mean, with respect to any Transfer Date, commencing on and
including the October 2000 Transfer Date, the average of the percentages obtained for each of the three preceding
Monthly Periods by subtracting the Base Rate from the Portfolio Yield for such Monthly Period and deducting 0.5%
from the result for each Monthly Period.

                  "Portfolio Yield" shall mean, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is an amount equal to the sum of (a) the amount of Collections
of Finance Charge Receivables deposited into the Finance Charge Account and allocable to the Investor
Certificates for such Monthly Period, and (b) the amount with respect to Annual Membership Fees deposited into
the Finance Charge Account and allocable to the Investor Certificates for such Monthly Period, and (c) the
Principal Funding Investment Proceeds deposited into the Finance Charge Account on the Transfer Date related to
such Monthly Period, and (d) the amount of the Reserve Draw Amount (up to the Available Reserve Account Amount)
plus any amounts of interest and earnings described in subsection 4.15, each deposited into the Finance Charge
Account on the Transfer Date relating to such Monthly Period, and (e) the amount of the Swap Reserve Draw Amount
(up to the Available Swap Reserve Fund Amount) deposited into the Finance Charge Account on the Transfer Date
relating to such Monthly Period, and (f) any amount deposited to the Finance Charge Account

                                                           16



        



from the Interest Reserve Account on the related Transfer Date pursuant to Section 4.20, such sum to be
calculated on a cash basis after subtracting the Aggregate Investor Default Amount for such Monthly Period, and
the denominator of which is the Investor Interest as of the close of business on the last day of such Monthly
Period.
                  "Principal Funding Account" shall have the meaning set forth in subsection 4.14(a).

                  "Principal Funding Account Balance" shall mean, with respect to any date of determination, the
principal amount, if any, on deposit in the Principal Funding Account on such date of determination.

                  "Principal Funding Investment Proceeds" shall mean, with respect to each Transfer Date, the
investment earnings on funds in the Principal Funding Account (net of investment expenses and losses) for the
period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

                  "Prospectus" shall mean the prospectus and the prospectus supplement as filed with the
Securities and Exchange Commission under Rule 424(b) of the Securities Act relating to the Series 2000-E
Certificates.

                  "Rapid Accumulation Period" shall mean, unless the Interest Rate Swap has been terminated or an
Interest Reserve Account Event has occurred, the period commencing on a Series 2000-E Pay Out Event and
continuing to the earlier of (a) the commencement of the Rapid Amortization Period and (b) the Scheduled Payment
Date.

                  "Rapid Amortization Period" shall mean the Amortization Period commencing on the earlier of the
day on which either (a) a Trust Pay Out Event occurs or (b) (i) a Series 2000-E Pay Out Event occurs or has
occurred and (ii) either the Interest Rate Swap is or has been terminated or an Interest Reserve Account Event
occurs or has occurred and ending on the earlier to occur of (a) the Series 2000-E Termination Date and (b) the
termination of the Trust pursuant to Section 12.01.

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

                  "Rating Agency Condition" shall mean the notification in writing by each Rating Agency to the
Transferor, the Servicer and the Trustee that an action will not result in any Rating Agency reducing or
withdrawing its then existing rating of the investor certificates of any outstanding Series or class of a Series
with respect to which it is a Rating Agency.

                  "Reallocated Class B Principal Collections" shall mean, with respect to any Transfer Date,
Collections of Principal Receivables applied in accordance with subsection 4.12(a) in an amount not to exceed the
product of (a) the Class B Investor Allocation with respect to the Monthly Period relating to such Transfer Date
and (b) the Investor Percentage with respect to the Monthly Period relating to such Transfer Date and (c) the
amount of Collections of Principal Receivables with respect to the Monthly Period relating to such Transfer Date;
provided, however, that such amount shall not exceed the Class B Investor Interest after giving effect to any
Class B Investor Charge-Offs for such Transfer Date.


                                                           17



        



                  "Reallocated Class D Principal Collections" shall mean, with respect to any Transfer Date,
Collections of Principal Receivables applied in accordance with subsections 4.12(a), (b) and (c) in an amount not
to exceed the product of (a) the Class D Investor Allocation with respect to the Monthly Period relating to such
Transfer Date and (b) the Investor Percentage with respect to the Monthly Period relating to such Transfer Date
and (c) the amount of Collections of Principal Receivables with respect to the Monthly Period relating to such
Transfer Date; provided, however, that such amount shall not exceed the Class D Investor Interest after giving
effect to any Class D Investor Charge-Offs for such Transfer Date.

                  "Reallocated Collateral Principal Collections" shall mean, with respect to any Transfer Date,
Collections of Principal Receivables applied in accordance with subsections 4.12(a) and (b) in an amount not to
exceed the product of (a) the Collateral Allocation with respect to the Monthly Period relating to such Transfer
Date and (b) the Investor Percentage with respect to the Monthly Period relating to such Transfer Date and (c)
the amount of Collections of Principal Receivables with respect to the Monthly Period relating to such Transfer
Date; provided, however, that such amount shall not exceed the Collateral Interest Amount after giving effect to
any Collateral Charge-Offs for such Transfer Date.

                  "Reallocated Principal Collections" shall mean the sum of (a) Reallocated Class B Principal
Collections, (b) Reallocated Collateral Principal Collections and (c) Reallocated Class D Principal Collections.

                  "Required Accumulation Factor Number" shall be equal to a fraction, rounded upwards to the
nearest whole number, the numerator of which is one and the denominator of which is equal to the lowest monthly
principal payment rate on the Accounts, expressed as a decimal, for the 12 months preceding the date of such
calculation; provided, however, that this definition may be changed at any time if the Rating Agency Condition is
satisfied.

                  "Required Interest Reserve Amount" shall have the meaning specified in subsection 4.19(g).

                  "Required Reserve Account Amount" shall mean, with respect to any Transfer Date on or after the
Reserve Account Funding Date, an amount equal to (a) 0.5% of the outstanding principal balance of the Class A
Certificates or (b) any other amount designated by the Transferor; provided, however, that if such designation is
of a lesser amount, the Transferor shall (i) provide the Servicer, the Collateral Interest Holder and the Trustee
with evidence that the Rating Agency Condition shall have been satisfied and (ii) deliver to the Trustee a
certificate of an authorized officer to the effect that, based on the facts known to such officer at such time,
in the reasonable belief of the Transferor, such designation will not cause a Pay Out Event or an event that,
after the giving of notice or the lapse of time, would cause a Pay Out Event to occur with respect to Series
2000-E.

                  "Required Swap Reserve Fund Amount" shall have the meaning specified in the Supplemental Swap
Letter.

                  "Reserve Account" shall have the meaning specified in subsection 4.15(a).


                                                           18



        


                  "Reserve Account Funding Date" shall mean the Transfer Date which occurs not later than the
earliest of (a) the Transfer Date with respect to the Monthly Period which commences 3 months prior to the
commencement of the Controlled Accumulation Period; (b) the first Transfer Date for which the Portfolio Adjusted
Yield is less than 2%, but in such event the Reserve Account Funding Date shall not be required to occur earlier
than the Transfer Date with respect to the Monthly Period which commences 12 months prior to the commencement of
the Controlled Accumulation Period; (c) the first Transfer Date for which the Portfolio Adjusted Yield is less
than 3%, but in such event the Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences 6 months prior to the commencement of the
Controlled Accumulation Period; and (d) the first Transfer Date for which the Portfolio Adjusted Yield is less
than 4%, but in such event the Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences 4 months prior to the commencement of the
Controlled Accumulation Period.

                  "Reserve Account Surplus" shall mean, as of any Transfer Date following the Reserve Account
Funding Date, the amount, if any, by which the amount on deposit in the Reserve Account exceeds the Required
Reserve Account Amount.

                  "Reserve Draw Amount" shall mean, with respect to each Transfer Date relating to the Controlled
Accumulation Period or the earlier of (a) the first Transfer Date relating to the Rapid Accumulation Period and
(b) the first Transfer Date relating to the Rapid Amortization Period, the amount, if any, by which the Principal
Funding Investment Proceeds for such Transfer Date are less than the Covered Amount determined as of such
Transfer Date.

                  "Revolving Period" shall mean the period from and including the Closing Date to, but not
including, the earlier of (a) the day the Controlled Accumulation Period commences and (b) the Pay Out
Commencement Date.

                  "Scheduled Payment Date" shall mean the May 2010 Distribution Date.

                  "Series 2000-E" shall mean the Series of the BA Master Credit Card Trust II represented by the
Investor Certificates.

                  "Series 2000-E Certificateholders" shall mean the holder of record of a Series 2000-E
Certificate.

                  "Series 2000-E Certificates" shall mean the Class A Certificates, the Class B Certificates and
the Class D Certificates.

                  "Series 2000-E Pay Out Event" shall have the meaning specified in Section 9 hereof.

                  "Series 2000-E Termination Date" shall mean the earliest to occur of (a) the Distribution Date
on which the Investor Interest is paid in full, (b) the October 2012 Distribution Date and (c) the Trust
Termination Date.


                                                           19



        



                  "Series Principal Shortfall" shall mean with respect to any Transfer Date, the excess, if any,
of (a) (i) with respect to any Transfer Date relating to the Controlled Accumulation Period, the Controlled
Deposit Amount for such Transfer Date, and (ii) with respect to any Transfer Date relating to the Rapid
Accumulation Period or the Rapid Amortization Period, the Adjusted Investor Interest over (b) the Investor
Principal Collections minus the Reallocated Principal Collections for such Transfer Date.

                  "Series Servicing Fee Percentage" shall mean 2.0%.

                  "Servicer Interchange" shall mean, for any Transfer Date, the portion of Collections of Finance
Charge Receivables allocated to the Investor Certificates and deposited in the Finance Charge Account with
respect to the related Monthly Period that is attributable to Interchange; provided, however, that Servicer
Interchange for any Transfer Date shall not exceed one-twelfth of the product of (i) the Adjusted Investor
Interest as of the last day of the related Monthly Period and (ii) 0.75%.

                  "Shared Principal Collections" shall mean, with respect to any Transfer Date, either (a) the
amount allocated to the Investor Certificates which may be applied to the Series Principal Shortfall with respect
to other outstanding Series in Group One or (b) the amounts allocated to the investor certificates of other
Series in Group One which the applicable Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the Series Principal Shortfall with respect to the
Investor Certificates.

                  "Supplemental Swap Letter" shall mean that certain letter agreement designated as the
Supplemental Swap Letter, dated as of the Closing Date, between the Transferor, the Trustee and the Swap
Counterparty.

                  "Swap Counterparty" shall have the meaning specified in the Interest Rate Swap.

                  "Swap Fixed Rate" shall mean for any applicable Interest Period, the fixed rate specified in
the Interest Rate Swap.

                  "Swap Floating Rate" shall mean for any applicable Interest Period, the floating rate specified
in the Interest Rate Swap.

                  "Swap Reserve Draw Amount" shall have the meaning specified in subsection 4.16(c).

                  "Swap Reserve Fund" shall have the meaning specified in subsection 4.16(a).

                  "Swap Reserve Fund Surplus" shall mean, as of any Transfer Date, the amount, if any, by which
the amount on deposit in the Swap Reserve Fund exceeds the Required Swap Reserve Fund Amount.

                  "Transfer" shall have the meaning specified in subsection 19(a).


                                                           20



        


                  "Transfer Agreement" shall mean the agreement among FIA and the Collateral Interest Holder,
dated as of the Closing Date, as amended or modified from time to time, relating to the transfer of the
Collateral Interest.

                  "Unallocated Principal Collections" shall have the meaning specified in subsection 4.05(e).

                  SECTION 3.        Servicing Compensation and Assignment of Interchange.  (a) The share of the
Servicing Fee allocable to Series 2000-E with respect to any Transfer Date (the "Investor Servicing Fee") shall
be equal to one-twelfth of the product of (i) the Series Servicing Fee Percentage and (ii) the Adjusted Investor
Interest as of the last day of the Monthly Period preceding such Transfer Date.  On each Transfer Date for which
FIA or The Bank of New York Mellon is the Servicer, the Servicer Interchange with respect to the related Monthly
Period that is on deposit in the Finance Charge Account shall be withdrawn from the Finance Charge Account and
paid to the Servicer in payment of a portion of the Investor Servicing Fee with respect to such Monthly Period.
Should the Servicer Interchange on deposit in the Finance Charge Account on any Transfer Date with respect to the
related Monthly Period be less than one-twelfth of 0.75% Of the Adjusted Investor Interest as of the last day of
such Monthly Period, the Investor Servicing Fee with respect to such Monthly Period will not be paid to the
extent of such insufficiency of Servicer Interchange on deposit in the Finance Charge Account.  The share of the
Investor Servicing Fee allocable to the Class A Investor Interest with respect to any Transfer Date (the "Class A
Servicing Fee") shall be equal to one-twelfth of the product of (i) the Class A Floating Allocation, (ii) the Net
Servicing Fee Rate and (iii) the Adjusted Investor Interest as of the last day of the Monthly Period preceding
such Transfer Date.  The share of the Investor Servicing Fee allocable to the Class B Investor Interest with
respect to any Transfer Date (the "Class B Servicing Fee") shall be equal to one-twelfth of the product of (i)
the Class B Floating Allocation, (ii) the Net Servicing Fee Rate and (iii) the Adjusted Investor Interest as of
the last day of the Monthly Period preceding such Transfer Date.  The share of the Investor Servicing Fee
allocable to the Collateral Interest Amount with respect to any Transfer Date (the "Collateral Interest Servicing
Fee") shall be equal to one-twelfth of the product of (i) the Collateral Floating Allocation, (ii) the Net
Servicing Fee Rate and (iii) the Adjusted Investor Interest as of the last day of the Monthly Period preceding
such Transfer Date.  The share of the Investor Servicing Fee allocable to the Class D Investor Interest with
respect to any Transfer Date (the "Class D Servicing Fee," and together with the Class A Servicing Fee, the
Class B Servicing Fee and the Collateral Interest Servicing Fee, the "Certificateholder Servicing Fee") shall be
equal to one-twelfth of the product of (i) the Class D Floating Allocation, (ii) the Net Servicing Fee Rate and
(iii) the Adjusted Investor Interest as of the last day of the Monthly Period preceding such Transfer Date.
Except as specifically provided above, the Servicing Fee shall be paid by the cash flows from the Trust allocated
to the Transferor or the certificateholders of other Series (as provided in the related Supplements) and in no
event shall the Trust, the Trustee or the Investor Certificateholders be liable therefor. The Class A Servicing
Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in respect
thereof pursuant to subsections 4.09(A)(iii) and 4.11(A). The Class B Servicing Fee shall be payable solely to
the extent amounts are available for distribution in respect thereof pursuant to subsections 4.09(B)(ii) and
4.11(C). The Collateral Interest Servicing Fee shall be payable solely to the extent amounts are available for
distribution in respect thereof pursuant to subsection 4.11(F) or, if applicable, subsection 4.09(C)(i). The
Class D Servicing Fee shall be payable solely to the extent amounts

                                                           21



        


are available for distribution in respect thereof pursuant to subsection 4.11(K) or, if applicable, subsection
4.09(D)(i).

                  (b)      On or before each Transfer Date, the Transferor shall notify the Servicer of the
amount of Interchange to be included as Collections of Finance Charge Receivables and allocable to the Investor
Certificateholders with respect to the preceding Monthly Period as determined pursuant to this subsection 3(b).
Such amount of Interchange shall be equal to the product of (i) the total amount of Interchange paid or payable
to the Transferor with respect tosuch Monthly Period and (ii) the Investor Percentage with regard to Finance
Charge Receivables. On each Transfer Date, the Transferor shall pay to the Servicer, and the Servicer shall
deposit into the Finance Charge Account, in immediately available funds, the amount of Interchange to be so
included as Collections of Finance Charge Receivables allocable to the Investor Certificates with respect to the
preceding Monthly Period. The Transferor hereby assigns, sets-over, conveys, pledges and grants a security
interest and lien to the Trustee for the benefit of the Investor Certificateholders in Interchange and the
proceeds of Interchange, as set forth in this subsection 3(b). In connection with the foregoing grant of a
security interest, this Series Supplement shall constitute a security agreement under applicable law. To the
extent that a Supplement for a related Series, other than Series 2000-E, assigns, sets-over, conveys, pledges or
grants a security interest in Interchange allocable to the Trust, all Investor Certificates of any such Series
(except as otherwise specified in any such Supplement) and the Investor Certificates shall rank pari passu and be
equally and ratably entitled as provided herein to the benefits of such Interchange without preference or
priority on account of the actual time or times of authentication and delivery, all in accordance with the terms
and provisions of this Series Supplement and other related Supplements.

                  SECTION 4.        Reassignment and Transfer Terms.  The Investor Certificates shall be subject
to retransfer to the Transferor (so long as the Transferor is the Servicer or an Affiliate of the Servicer) at
its option, in accordance with the terms specified in subsection 12.02(A), on any Distribution Date on or after
the Distribution Date on which the sum of the Class A Investor Interest, the Class B Investor Interest and the
Collateral Interest Amount is reduced to an amount less than or equal to 5% of the sum of the Class A Initial
Investor Interest, the Class B Initial Investor Interest, and the Collateral Interest Initial Amount.  The
deposit required in connection with any such repurchase shall include the amount, if any, on deposit in the
Principal Funding Account and will be equal to the sum of (a) the Class A Investor Interest, the Class B Investor
Interest and the Collateral Interest Amount and (b) accrued and unpaid interest on the Investor Certificates
through the day preceding the Distribution Date on which the repurchase occurs.

                  SECTION 5.        Delivery of the Class D Certificate.  The Transferor shall execute and deliver
the Class D Certificate to the Trustee for authentication in accordance with Section 6.01 of the Agreement.  The
Trustee shall deliver such Class D Certificate when authenticated in accordance with Section 6.02 Of the
Agreement.

                  SECTION 6.        Form of Delivery of the Certificates; Depository; Denominations.

                  (a)      The Certificates shall be delivered as Book-Entry Certificates as provided in Sections
6.01 and 6.10 of the Agreement.


                                                           22



        


                  (b)      The Depository for the Certificates shall be The Depository Trust Company, and the
Certificates shall be initially registered in the name of Cede & Co., its nominee.

                  (c)      The Certificates are issuable in minimum denominations of $1,000 and integral
multiples of that amount.

                  SECTION 7.        Article IV of the Agreement.  Sections 4.01, 4.02 And 4.03 shall be read in
their entirety as provided in the Agreement.  Article IV (except for Sections 4.01, 4.02 And 4.03 Thereof) shall
be read in its entirety as follows and shall be applicable only to the Investor Certificates:

                                                    ARTICLE IV
                                         RIGHTS OF CERTIFICATEHOLDERS AND
                                     ALLOCATION AND APPLICATION OF COLLECTIONS

                  SECTION 4.04.     Rights of Certificateholders and the Collateral Interest Holder.  The Investor
Certificates shall represent undivided interests in the Trust, consisting of the right to receive, to the extent
necessary to make the required payments with respect to such Investor Certificates at the times and in the
amounts specified in this Agreement, (a) the Floating Investor Percentage and Fixed Investor Percentage (as
applicable from time to time) of Collections received with respect to the Receivables and (b) funds on deposit in
the Collection Account, the Finance Charge Account, the Principal Account, the Principal Funding Account, the
Reserve Account, the Interest Reserve Account and the Distribution Account.  The Class D Certificates shall be
subordinate to the Class A Certificates, the Class B Certificates and the Collateral Interest.  The Collateral
Interest shall be subordinate to the Class A Certificates and the Class B Certificates.  The Class B Certificates
shall be subordinate to the Class A Certificates.  The Transferor Interest shall not represent any interest in
the Collection Account, the Finance Charge Account, the Principal Account, the Principal Funding Account, the
Reserve Account, the Interest Reserve Account or the Distribution Account, except as specifically provided in
this Article IV.

                  SECTION 4.05.     Allocations.

                  (a)      Allocations During the Revolving Period.  During the Revolving Period, the Servicer
shall, prior to the close of business on the day any Collections are deposited in the Collection Account,
allocate to the Investor Certificateholders or the Holder of the Transferor Interest and pay or deposit from the
Collection Account the following amounts as set forth below:

                           (i)      Allocate to the Investor Certificateholders the product of (y) the Investor
         Percentage on the Date of Processing of such Collections and (z) the aggregate amount of Collections of
         Finance Charge Receivables on such Date of Processing, and of that allocation, deposit in the Finance
         Charge Account an amount equal to either (I) (A) prior to the date on which the amount of Monthly
         Interest with respect to the related Interest Period is determined by the Servicer, an amount equal to
         the product of (1) the Investor Percentage on the Date of Processing of such Collections and (2) the
         aggregate

                                                           23



        


         amount of Collections of Finance Charge Receivables on such Date of Processing, and (B) at all
         other times, the difference between (1) the Monthly Interest with respect to the immediately following
         Transfer Date and (2) the amounts previously deposited in the Finance Charge Account with respect to the
         current Monthly Period pursuant to this subsection 4.05(a)(i) or (II) the amount of Collections of
         Finance Charge Receivables allocated to the Investor Certificateholders on such Date of Processing
         pursuant to this subsection 4.05(a)(i); provided, that if a deposit pursuant to subsection 4.05(a)(i)(I)
         is made on any Date of Processing, on the related Transfer Date, the Servicer shall withdraw from the
         Collection Account and deposit into the Finance Charge Account an amount equal to the amount of
         Collections of Finance Charge Receivables that have been allocated to the Investor Certificateholders
         during the related Monthly Period but not previously deposited in the Finance Charge Account.  Funds
         deposited into the Finance Charge Account pursuant to this subsection 4.05(a)(i) shall be applied in
         accordance with Section 4.09.

                           (ii)     Deposit into the Principal Account an amount equal to the product of (A) the
         Class D Investor Allocation on the Date of Processing of such Collections, (B) the Investor Percentage
         on the Date of Processing of such Collections and (C) the aggregate amount of Collections processed in
         respect of Principal Receivables on such Date of Processing to be applied first in accordance with
         Section 4.12 and then in accordance with subsection 4.09(e).

                           (iii)    Deposit into the Principal Account an amount equal to the product of (A) the
         Collateral Allocation on the Date of Processing of such Collections, (B) the Investor Percentage on the
         Date of Processing of such Collections and (C) the aggregate amount of Collections processed in respect
         of Principal Receivables on such Date of Processing to be applied first in accordance with Section 4.12
         and then in accordance with subsection 4.09(e).

                           (iv)     Deposit into the Principal Account an amount equal to the product of (A) the
         Class B Investor Allocation on the Date of Processing of such Collections, (B) the Investor Percentage
         on the Date of Processing of such Collections and (C) the aggregate amount of Collections processed in
         respect of Principal Receivables on such Date of Processing to be applied first in accordance with
         Section 4.12 and then in accordance with subsection 4.09(e).

                           (v)      (A) Deposit into the Principal Account an amount equal to the product of (1)
         the Class A Investor Allocation on the Date of Processing of such Collections, (2) the Investor
         Percentage on the Date of Processing of such Collections and (3) the aggregate amount of Collections
         processed in respect of Principal Receivables on such Date of Processing; provided, however, that the
         amount deposited into the Principal Account pursuant to this subsection 4.05(a)(v)(A) shall not exceed
         the Daily Principal Shortfall, and (B) pay to the Holder of the Transferor Interest an amount equal to
         the excess, if any, identified in the proviso to clause (A) above; provided, however, that the amount to
         be paid to the Holder of the Transferor Interest pursuant to this subsection 4.05(a)(v)(B) with respect
         to any Date of Processing shall be paid to the Holder of the Transferor Interest if, and only to the
         extent that, the Transferor Interest on
                                                           24



        


         such Date of Processing is equal to or greater than the Minimum Transferor Interest (after giving effect
         to the inclusion in the Trust of all Receivables created on or prior to such Date of Processing and the
         application of payments referred to in subsection 4.03(b)) and otherwise shall be considered as
         Unallocated Principal Collections and deposited into the Principal Account in accordance with subsection
         4.05(e).

                  (b)      Allocations During the Controlled Accumulation Period.  During the Controlled
Accumulation Period, the Servicer shall, prior to the close of business on the day any Collections are deposited
in the Collection Account, allocate to the Investor Certificateholders or the Holder of the Transferor Interest
and pay or deposit from the Collection Account the following amounts as set forth below:

                           (i)      Deposit into the Finance Charge Account an amount equal to the product of (A)
         the Investor Percentage on the Date of Processing of such Collections and (B) the aggregate amount of
         Collections processed in respect of Finance Charge Receivables on such Date of Processing to be applied
         in accordance with Section 4.09.

                           (ii)     Deposit into the Principal Account an amount equal to the product of (A) the
         Class D Investor Allocation on the Date of Processing of such Collections, (B) the Investor Percentage
         on the Date of Processing of such Collections and (C) the aggregate amount of Collections processed in
         respect of Principal Receivables on such Date of Processing to be applied first in accordance with
         Section 4.12 and then in accordance with subsection 4.09(f).

                           (iii)    Deposit into the Principal Account an amount equal to the product of (A) the
         Collateral Allocation on the Date of Processing of such Collections, (B) the Investor Percentage on the
         Date of Processing of such Collections and (C) the aggregate amount of Collections processed in respect
         of Principal Receivables on such Date of Processing to be applied first in accordance with Section 4.12
         and then in accordance with subsection 4.09(f).

                           (iv)     Deposit into the Principal Account an amount equal to the product of (A) the
         Class B Investor Allocation on the Date of Processing of such Collections, (B) the Investor Percentage
         on the Date of Processing of such Collections and (C) the aggregate amount of Collections processed in
         respect of Principal Receivables on such Date of Processing to be applied first in accordance with
         Section 4.12 and then in accordance with subsection 4.09(f).

                           (v)      (A) Deposit into the Principal Account an amount equal to the product of (1)
         the Class A Investor Allocation on the Date of Processing of such Collections, (2) the Investor
         Percentage on the Date of Processing of such Collections and (3) the aggregate amount of Collections
         processed in respect of Principal Receivables on such Date of Processing; provided, however, that the
         amount deposited into the Principal Account pursuant to this subsection 4.05(b)(v)(A) shall not exceed
         the Daily Principal Shortfall, and (B) pay to the Holder of the Transferor Interest an amount equal to
         the excess identified in the proviso to clause (A) above, if any; provided, however, that the amount to
         be paid to the Holder of the Transferor Interest pursuant to this subsection

                                                           25



        


         4.05(b)(v)(B) with respect to any Date of Processing shall be paid to the Holder of the Transferor
         Interest if, and only to the extent that, the Transferor Interest on such Date of Processing is equal to
         or greater than the Minimum Transferor Interest (after giving effect to the inclusion in the Trust of
         all Receivables created on or prior to such Date of Processing and the application of payments referred
         to in subsection 4.03(b)) and otherwise shall be considered as Unallocated Principal Collections and
         deposited into the Principal Account in accordance with subsection 4.05(e).

                  (c)      Allocations During the Rapid Accumulation Period.  During the Rapid Accumulation
Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders and pay or deposit from the Collection Account
the following amounts as set forth below:

                           (i)      Deposit into the Finance Charge Account an amount equal to the product of (A)
         the Investor Percentage on the Date of Processing of such Collections and (B) the aggregate amount of
         Collections processed in respect of Finance Charge Receivables on such Date of Processing to be applied
         in accordance with Section 4.09.

                           (ii)     (A) Deposit into the Principal Account an amount equal to the product of (1)
         the Investor Percentage on the Date of Processing of such Collections and (2) the aggregate amount of
         Collections processed in respect of Principal Receivables on such Date of Processing; provided, however,
         that the amount deposited into the Principal Account pursuant to this subsection 4.05(c)(ii)(A) shall
         not exceed the sum of the Adjusted Investor Interest as of the close of business on the last day of the
         prior Monthly Period (after taking into account any payments to be made on the Distribution Date
         relating to such prior Monthly Period and deposits and any adjustments to be made to the Investor
         Interest to be made on the Transfer Date relating to such Monthly Period) and any Reallocated Principal
         Collections relating to the Monthly Period in which such deposit is made and (B) pay to the Holder of
         the Transferor Interest an amount equal to the excess, if any, identified in the proviso to clause (A)
         above; provided, however, that the amount to be paid to the Holder of the Transferor Interest pursuant
         to this subsection 4.05(c)(ii)(B) with respect to any Date of Processing shall be paid to the Holder of
         the Transferor Interest if, and only to the extent that, the Transferor Interest on such Date of
         Processing is equal to or greater than the Minimum Transferor Interest (after giving effect to the
         inclusion in the Trust of all Receivables created on or prior to such Date of Processing and the
         application of payments referred to in subsection 4.03(b)) and otherwise shall be considered as
         Unallocated Principal Collections and deposited into the Principal Account in accordance with subsection
         4.05(e).

                  (d)      Allocations During the Rapid Amortization Period.  During the Rapid Amortization
Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the
Collection Account, allocate to the Investor Certificateholders and pay or deposit from the Collection Account
the following amounts as set forth below:

                           (i)      Deposit into the Finance Charge Account an amount equal to the product of (A)
         the Investor Percentage on the Date of Processing of such Collections and

                                                           26



        


         (B) the aggregate amount of Collections processed in respect of Finance Charge Receivables on such Date
         of Processing to be applied in accordance with Section 4.09.

                           (ii)      (A) Deposit into the Principal Account an amount equal to the product of (1)
         the Investor Percentage on the Date of Processing of such Collections and (2) the aggregate amount of
         Collections processed in respect of Principal Receivables on such Date of Processing; provided, however,
         that the amount deposited into the Principal Account pursuant to this subsection 4.05(d)(ii)(A) shall
         not exceed the sum of the Adjusted Investor Interest as of the close of business on the last day of the
         prior Monthly Period (after taking into account any payments to be made on the Distribution Date
         relating to such prior Monthly Period and deposits and any adjustments to be made to the Investor
         Interest to be made on the Transfer Date relating to such Monthly Period) and any Reallocated Principal
         Collections relating to the Monthly Period in which such deposit is made and (B) pay to the Holder of
         the Transferor Interest an amount equal to the excess, if any, identified in the proviso to clause (A)
         above; provided, however, that the amount to be paid to the Holder of the Transferor Interest pursuant
         to this subsection 4.05(d)(ii)(B) with respect to any Date of Processing shall be paid to the Holder of
         the Transferor Interest if, and only to the extent that, the Transferor Interest on such Date of
         Processing is equal to or greater than the Minimum Transferor Interest (after giving effect to the
         inclusion in the Trust of all Receivables created on or prior to such Date of Processing and the
         application of payments referred to in subsection 4.03(b)) and otherwise shall be considered as
         Unallocated Principal Collections and deposited into the Principal Account in accordance with subsection
         4.05(e).

                  (e)      Unallocated Principal Collections.  Any Collections in respect of Principal
Receivables or Finance Charge Receivables not allocated and paid to the Holder of the Transferor Interest because
of the limitations contained in subsections 4.05(a)(v)(B), 4.05(b)(v)(B), 4.05(c)(ii)(B) and 4.05(d)(ii)(B) and
any amounts allocable to the Investor Certificates deposited in the Principal Account pursuant to subsections
2.04(d)(iii) and 4.03(c) ("Unallocated Principal Collections") shall be held in the Principal Account and, prior
to the commencement of the Controlled Accumulation Period, the Rapid Accumulation Period or the Rapid
Amortization Period shall be paid to the Holder of the Transferor Interest if, and only to the extent that, the
Transferor Interest is greater than the Minimum Transferor Interest.  For each Transfer Date with respect to the
Controlled Accumulation Period, the Rapid Accumulation Period or the Rapid Amortization Period, any such
Unallocated Principal Collections held in the Principal Account on such Transfer Date shall be included in the
Investor Principal Collections which to the extent available shall be distributed as Available Investor Principal
Collections to be applied pursuant to Section 4.09 on such Transfer Date.

                  With respect to the Investor Certificates, and notwithstanding anything in the Agreement or
this Series Supplement to the contrary, whether or not the Servicer is required to make monthly or daily deposits
from the Collection Account into the Finance Charge Account or the Principal Account pursuant to subsections
4.05(a), 4.05(b), 4.05(c) and 4.05(d), with respect to any Monthly Period (i) the Servicer will only be required
to deposit Collections from the Collection Account into the Finance Charge Account or the Principal Account up to
the required amount to be deposited into any such deposit account or, without duplication, distributed on or
prior to the related Distribution Date to the Investor Certificateholders and (ii) if at any time prior

                                                           27



        



to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount
required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from
the Collection Account.

                  SECTION 4.06.     Determination of Monthly Interest.

                  (a)      The amount of monthly interest distributable with respect to the Class A Certificates
shall be an amount equal to one-twelfth of the product of (i) the Class A Certificate Rate times (ii) the
outstanding principal balance of the Class A Certificates determined as of the Record Date preceding the related
Transfer Date (the "Class A Monthly Interest"); provided, however, that with respect to the first Distribution
Date, Class A Monthly Interest will be equal to $4,766,666.67; provided further, that in addition to Class A
Monthly Interest an amount equal to the amount of any unpaid Class A Deficiency Amounts, as defined below, plus
an amount equal to one-twelfth of the product of (A) the sum of the Class A Certificate Rate plus 2% per annum,
and (B) any Class A Deficiency Amount from the prior Transfer Date, as defined below (or the portion thereof
which has not theretofore been paid to Class A Certificateholders) (the "Class A Additional Interest") shall also
be distributable to the Class A Certificates, and on such Transfer Date the Trustee shall deposit such funds, to
the extent available, into the Distribution Account; provided further, that the "Class A Deficiency Amount" for
any Transfer Date shall be equal to the excess, if any, of the aggregate amount accrued pursuant to this
subsection 4.06(a) as of the prior Interest Period over the amount actually transferred to the Distribution
Account for payment of such amount. Class A Monthly Interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

                  (b)      The amount of monthly interest distributable with respect to the Class B Certificates
shall be an amount equal to one-twelfth of the product of (i) the Class B Certificate Rate, times (ii) the
outstanding principal balance of the Class B Certificates determined as of the Record Date preceding the related
Transfer Date (the "Class B Monthly Interest"); provided, however, that with respect to the first Distribution
Date, Class B Monthly Interest will be equal to $448,250; provided further, that in addition to the Class B
Monthly Interest an amount equal to the amount of any unpaid Class B Deficiency Amounts, as defined below, plus
an amount equal to one-twelfth of the product of (A) the sum of the Class B Certificate Rate plus 2% per annum,
and (B) any Class B Deficiency Amount from the prior Transfer Date, as defined below (or the portion thereof
which has not theretofore been paid to Class B Certificateholders) (the "Class B Additional Interest") shall also
be distributable to the Class B Certificates, and on such Transfer Date the Trustee shall deposit such funds, to
the extent available, into the Distribution Account; provided further, that the "Class B Deficiency Amount" for
any Transfer Date shall be equal to the excess, if any, of the aggregate amount accrued pursuant to this
subsection 4.06(b) as of the prior Interest Period over the amount actually transferred to the Distribution
Account for payment of such amount.  Class B Monthly Interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

                  (c)      The amount of monthly interest distributable with respect to the Collateral Interest
shall be an amount equal to one-twelfth of the product of (i) the Collateral Minimum Rate, times (ii) the
Collateral Interest Initial Amount less the aggregate amount distributed to the Collateral Interest Holder with
respect to the Collateral Monthly Principal for all prior Transfer

                                                           28



        



Dates (the "Collateral Minimum Monthly Interest"). Collateral Minimum Monthly Interest shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months.

                  SECTION 4.07.     Determination of Monthly Principal.

                  (a)      The amount of monthly principal distributable from the Principal Account with respect
to the Class A Certificates on each Transfer Date ("Class A Monthly Principal"),
beginning with the Transfer Date in the month following the month in which the Controlled Accumulation Period or,
if earlier, the Rapid Accumulation Period or the Rapid Amortization Period begins, shall be equal to the least of
(i) the Available Investor Principal Collections on deposit in the Principal Account with respect to such Transfer
Date, (ii) for each Transfer Date with respect to the Controlled Accumulation Period, the Controlled Deposit Amount
for such Transfer Date and (iii) the Class A Adjusted Investor Interest  (after taking into account any adjustments
to be made on such Transfer Date pursuant to Section 4.10) prior to any deposit into the Principal Funding Account on
such Transfer Date.

                  (b)      The amount of monthly principal distributable from the Principal Account with respect
to the Class B Certificates on each Transfer Date (the "Class B Monthly Principal"), with respect to the
Controlled Accumulation Period or the Rapid Accumulation Period, beginning with the Transfer Date on which an
amount equal to the Class A Investor Interest has been deposited in the Principal Funding Account (after taking
into account any deposits to be made on such Transfer Date), or during the Rapid Amortization Period, beginning
with the Transfer Date immediately preceding the Distribution Date on which the Class A Investor Interest will be
paid in full (after taking into account payments to be made on the related Distribution Date), shall be an amount
equal to the least of (i) the Available Investor Principal Collections on deposit in the Principal Account with
respect to such Transfer Date (minus the portion of such Available Investor Principal Collections applied to
Class A Monthly Principal on such Transfer Date), (ii) for each Transfer Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for such Transfer Date (minus the Class A Monthly Principal
with respect to such Transfer Date) and (iii) the Class B Adjusted Investor Interest (after taking into account
any adjustments to be made on such Transfer Date pursuant to Sections 4.10 and 4.12) prior to any deposit into
the Principal Funding Account on such Transfer Date.

                  (c)      The amount of monthly principal distributable from the Principal Account with respect
to the Collateral Interest on each Transfer Date (the "Collateral Monthly Principal"), with respect to the
Controlled Accumulation Period, beginning with the Transfer Date on which an amount equal to the sum of (i) the
Class A Investor Interest and (ii) the Class B Investor Interest has been deposited in the Principal Funding
Account (after taking into account any deposits to be made on such Transfer Date), or during the Rapid
Accumulation Period or the Rapid Amortization Period, beginning with the Transfer Date immediately preceding the
Distribution Date on which the Class B Investor Interest will be paid in full (after taking into account payments
to be made on the related Distribution Date), shall be an amount equal to the least of (i) the Available Investor
Principal Collections on deposit in the Principal Account with respect to such Transfer Date (minus the portion
of such Available Investor Principal Collections applied to Class A Monthly Principal and Class B Monthly
Principal on such Transfer Date), (ii) for each Transfer Date with respect to the Controlled Accumulation Period,
the Controlled Deposit Amount for such Transfer Date (minus the Class A Monthly Principal and Class B

                                                           29



        



Monthly Principal with respect to such Transfer Date) and (iii) the Collateral Interest Adjusted Amount (after
taking into account any adjustments to be made on such Transfer Date pursuant to Sections 4.10 and 4.12) prior to
any deposit into the Principal Funding Account on such Transfer Date.

                  (d)      The amount of monthly principal distributable from the Principal Account with respect
to the Class D Certificates on each Transfer Date (the "Class D Monthly Principal") with respect to the Controlled
Accumulation Period, beginning with the Transfer Date on which an amount equal to the sum of (i) the Class A
Investor Interest, (ii) the Class B Investor Interest and (iii) the Collateral Interest Amount has been deposited
in the Principal Funding Account (after taking into account any deposits to be made on such Transfer Date), or
during the Rapid Amortization Period, beginning with the Transfer Date immediately preceding the Distribution
Date on which the Collateral Interest Amount will be paid in full (after taking into account payments to be made
on the related Distribution Date), shall be an amount equal to the least of (i) the Available Investor Principal
Collections on deposit in the Principal Account with respect to such Transfer Date (minus the portion of such
Available Investor Principal Collections applied to Class A Monthly Principal, Class B Monthly Principal and
Collateral Monthly Principal on such Transfer Date), (ii) for each Transfer Date with respect to the Controlled
Accumulation Period, the Controlled Deposit Amount for such Transfer Date (minus the Class A Monthly Principal,
Class B Monthly Principal and Collateral Monthly Principal with respect to such Transfer Date) and (ii) the Class
D Adjusted Investor Interest (after taking into account any adjustments to be made on such Transfer Date pursuant
to Sections 4.10 and 4.12) prior to any deposit into the Principal Funding Account on such Transfer Date.

                  SECTION 4.08.     Coverage of Required Amount.

                  (a)      On or before each Transfer Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which the sum of (i) the Class A Monthly Interest for such Transfer Date, plus (ii)
the Class A Deficiency Amount, if any, for such Transfer Date, plus (iii) the Class A Additional Interest, if
any, for such Transfer Date, plus (iv) the Class A Servicing Fee for the prior Monthly Period plus (v) the Class
A Servicing Fee, if any, due but not paid on any prior Transfer Date, plus (vi) the Class A Investor Default
Amount, if any, for the prior Monthly Period, plus (vii) the Net Swap Payment, if any, for such Transfer Date,
plus (viii) the Net Swap Payments, if any, due but not paid on any prior Transfer Date, exceeds the Class A
Available Funds for the related Monthly Period.

                  (b)      On or before each Transfer Date, the Servicer shall also determine the amount (the
"Class B Required Amount"), if any, equal to the sum of (i) the amount, if any, by which the sum of (A) the Class
B Monthly Interest for such Transfer Date, plus (B) the Class B Deficiency Amount, if any, for such Transfer
Date, plus (C) the Class B Additional Interest, if any, for such Transfer Date, plus (D) the Class B Servicing
Fee for the prior Monthly Period, plus (E) the Class B Servicing Fee, if any, due but not paid on any prior
Transfer Date, exceeds the Class B Available Funds for the related Monthly Period, plus (ii) the Class B Investor
Default Amount, if any, for the prior Monthly Period.


                                                           30



        


                  (c)      On or before each Transfer Date, the Servicer shall also determine the amount (the
"Collateral Required Amount"), if any, equal to the amount, if any, by which the sum of amounts owed pursuant to
subsections 4.11(e) through (g) exceeds the amount of Excess Spread available to pay such amounts with respect to
such Transfer Date.

                  (d)      In the event that the sum of the Class A Required Amount, the Class B Required Amount
and the Collateral Required Amount for such Transfer Date is greater than zero, the Servicer shall give written
notice to the Trustee of such positive Class A Required Amount, Class B Required Amount or Collateral Required
Amount on or before such Transfer Date. In the event that the Class A Required Amount for such Transfer Date is
greater than zero, all or a portion of the Excess Spread with respect to such Transfer Date in an amount equal to
the Class A Required Amount, to the extent available, for such Transfer Date shall be distributed from the
Finance Charge Account on such Transfer Date pursuant to subsection 4.11(a). In the event that the Class A
Required Amount for such Transfer Date exceeds the amount of Excess Spread with respect to such Transfer Date,
the Collections of Principal Receivables allocable to the Class D Certificates, the Collections of Principal
Receivables allocable to the Collateral Interest, and the Collections of Principal Receivables allocable to the
Class B Certificates with respect to the prior Monthly Period shall be applied as specified in Section 4.12. In
the event that the Class B Required Amount for such Transfer Date exceeds the amount of Excess Spread available
to fund the Class B Required Amount pursuant to subsection 4.11(c), the Collections of Principal Receivables
allocable to the Class D Certificates and the Collections of Principal Receivables allocable to the Collateral
Interest (after application to the Class A Required Amount) shall be applied as specified in Section 4.12. In the
event that the Collateral Required Amount for such Transfer Date is greater than zero, the Collections of
Principal Receivables allocable to the Class D Certificates (after application to the Class A Required Amount and
the Class B Required Amount) shall be applied as specified in Section 4.12; provided, however, that the sum of
any payments pursuant to this paragraph shall not exceed the sum of the Class A Required Amount, the Class B
Required Amount and the Collateral Required Amount.

                  SECTION 4.09.     Monthly Payments.  On or before each Transfer Date, the Servicer shall
instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to
withdraw and the Trustee, acting in accordance with such instructions, shall withdraw on such Transfer Date or
the related Distribution Date, as applicable, to the extent of available funds, the amounts required to be
withdrawn from the Finance Charge Account, the Principal Account, the Principal Funding Account and the
Distribution Account as follows:

                  (a) An amount equal to the Class A Available Funds deposited into the Finance Charge Account
for the related Monthly Period will be distributed on each Transfer Date in the following priority:

                           (i)      an amount equal to Class A Monthly Interest for such Transfer Date, plus the
         amount of any Class A Deficiency Amount for such Transfer Date, plus the amount of any Class A
         Additional Interest for such Transfer Date, shall be deposited by the Servicer or the Trustee into the
         Distribution Account;


                                                           31



        


                           (ii)     an amount equal to the Net Swap Payment, if any, for such Transfer Date, plus
         the amount of any Net Swap Payments previously due but not paid to the Swap Counterparty shall be
         distributed to the Swap Counterparty;

                           (iii)    an amount equal to the Class A Servicing Fee for such Transfer Date plus the
         amount of any Class A Servicing Fee due but not paid to the Servicer on any prior Transfer Date shall be
         distributed to the Servicer;

                           (iv)     an amount equal to the Class A Investor Default Amount, if any, for the
         preceding Monthly Period shall be treated as a portion of Investor Principal Collections and deposited
         into the Principal Account on such Transfer Date; and

                           (v)      the balance, if any, shall constitute Excess Spread and shall be allocated and
         distributed as set forth in Section 4.11.

                  (b)      An amount equal to the Class B Available Funds deposited into the Finance Charge
Account for the related Monthly Period will be distributed on each Transfer Date in the following priority:

                           (i)      an amount equal to the Class B Monthly Interest for such Transfer Date, plus
         the amount of any Class B Deficiency Amount for such Transfer Date, plus the amount of any Class B
         Additional Interest for such Transfer Date, shall be deposited by the Servicer or the Trustee into the
         Distribution Account;

                           (ii)     an amount equal to the Class B Servicing Fee for such Transfer Date, plus the
         amount of any Class B Servicing Fee due but not paid to the Servicer on any prior Transfer Date for such
         Transfer Date shall be distributed to the Servicer; and

                           (iii)    the balance, if any, shall constitute Excess Spread and shall be allocated and
         distributed as set forth in Section 4.11.

                  (c)      An amount equal to the Collateral Available Funds deposited into the Finance Charge
Account for the related Monthly Period will be distributed on each Transfer Date in the following priority:

                           (i)      if FIA or The Bank of New York Mellon is no longer the Servicer, an amount
         equal to the Collateral Interest Servicing Fee for such Transfer Date plus the amount of any Collateral
         Interest Servicing Fee due but not paid to the Servicer on any prior Transfer Date shall be distributed
         to the Servicer; and

                           (ii)     the balance, if any, shall constitute Excess Spread and shall be allocated and
         distributed as set forth in Section 4.11.

                  (d)      An amount equal to the Class D Available Funds deposited into the Finance Charge
Account for the related Monthly Period will be distributed on each Transfer Date in the following priority:


                                                           32



        


                           (i)      if FIA or The Bank of New York Mellon is no longer the Servicer, an amount
         equal to the Class D Servicing Fee for such Transfer Date plus the amount of any Class D Servicing Fee
         due but not paid to the Servicer on any prior Transfer Date shall be distributed to the Servicer; and

                           (ii)     the balance, if any, shall constitute Excess Spread and shall be allocated and
         distributed as set forth in Section 4.11.

                  (e)      During the Revolving Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly Period will be distributed on each
Transfer Date in the following priority:

                           (i)      an amount equal to the lesser of (A) the product of (1) a fraction, the
         numerator of which is equal to the Available Investor Principal Collections for such Transfer Date and
         the denominator of which is equal to the sum of the Available Investor Principal Collections available
         for sharing as specified in the related Series Supplement for each Series in Group One and (2) the Cumulative
         Series Principal Shortfall and (B) Available Investor Principal Collections, shall remain in the Principal
         Account to be treated as Shared Principal Collections and applied to Series in Group One other than this
         Series 2000-E; and

                           (ii)     an amount equal to the excess, if any, of (A) the Available Investor Principal
         Collections for such Transfer Date over (B) the applications specified in subsection 4.09(e)(i) above
         shall be paid to the Holder of the Transferor Interest; provided, however, that the amount to be paid to
         the Holder of the Transferor Interest pursuant to this subsection 4.09(e)(ii) with respect to such
         Transfer Date shall be paid to the Holder of the Transferor Interest if, and only to the extent that,
         the Transferor Interest on such Date of Processing is equal to or greater than the Minimum Transferor
         Interest (after giving effect to the inclusion in the Trust of all Receivables created on or prior to
         such Transfer Date and the application of payments referred to in subsection 4.03(b)) and otherwise
         shall be considered as Unallocated Principal Collections and deposited into the Principal Account in
         accordance with subsection 4.05(e).

                  (f)      During the Controlled Accumulation Period, the Rapid Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal Collections deposited into the Principal
Account for the related Monthly Period will be distributed on each Transfer Date in the following priority:

                           (i)      an amount equal to the Class A Monthly Principal for such Transfer Date, shall
         be (A) during the Controlled Accumulation Period and the Rapid Accumulation Period, deposited into the
         Principal Funding Account, and (B) during the Rapid Amortization Period, deposited into the Distribution
         Account;

                           (ii)     after giving effect to the distribution referred to in clause (i) above, an
         amount equal to the Class B Monthly Principal, shall be (A) during the Controlled Accumulation Period,
         deposited into the Principal Funding Account, and (B) during the

                                                           33



        


         Rapid Amortization Period and the Rapid Accumulation Period, deposited into the Distribution Account;

                           (iii)    after giving effect to the distributions referred to in clauses (i) and (ii)
         above, an amount equal to the Collateral Monthly Principal shall be (A) during the Controlled
         Accumulation Period, deposited into the Principal Funding Account, and (B) during the Rapid Amortization
         Period and the Rapid Accumulation Period, distributed to the Collateral Interest Holder in accordance
         with subsection 5.01(c);

                           (iv) after giving effect to the distribution referred to in clauses (i), (ii) and
         (iii) above, an amount equal to the Class D Monthly Principal shall be (A) during the Controlled
         Accumulation Period, deposited into the Principal Funding Account, and (B) during the Rapid Amortization
         Period and the Rapid Accumulation Period, deposited into the Distribution Account;

                           (v)      an amount equal to the lesser of (A) the product of (1) a fraction, the
         numerator of which is equal to the Available Investor Principal Collections remaining after the
         application specified in subsections 4.09(f)(i), (ii), (iii) and (iv) above and the denominator
         of which is equal to the sum of the Available Investor Principal Collections available for sharing as
         specified in the related Series Supplement for each Series in Group One and (2) the Cumulative Series
         Principal Shortfall and (B) the Available Investor Principal Collections remaining after the application
         specified in subsections 4.09(f)(i), (ii), (iii) and (iv) above, shall remain in the Principal Account to be
         treated as Shared Principal Collections and applied to Series in Group One other than this Series
         2000-E; and

                           (vi)     an amount equal to the excess, if any, of (A) the Available Investor Principal
         Collections over (B) the applications specified in subsections 4.09(f)(i) through (v) above shall be
         paid to the Holder of the Transferor Interest; provided, however, that the amount to be paid to the
         Holder of the Transferor Interest pursuant to this subsection 4.09(f)(vi) with respect to such Transfer
         Date shall be paid to the Holder of the Transferor Interest if, and only to the extent that, the
         Transferor Interest on such Date of Processing is equal to or greater than the Minimum Transferor
         Interest (after giving effect to the inclusion in the Trust of all Receivables created on or prior to
         such Transfer Date and the application of payments referred to in subsection 4.03(b)) and otherwise
         shall be considered as Unallocated Principal Collections and deposited into the Principal Account in
         accordance with subsection 4.05(e).

                  (g)      On the first Transfer Date with respect to the Rapid Accumulation Period, the Trustee,
acting in accordance with instructions from the Servicer, shall withdraw from the Principal Funding Account and
(i) deposit in the Distribution Account the amount deposited into the Principal Funding Account pursuant to
subsection 4.09(f)(ii) and (ii) pay to the Collateral Interest Holder in accordance with subsection 5.01(c), the
amount deposited into the Principal Funding Account pursuant to subsection 4.09(f)(iii).

                  (h)      On the earlier to occur of (i) the first Transfer Date with respect to the Rapid
Amortization Period and (ii) the Transfer Date immediately preceding the Scheduled

                                                           34



        


Payment Date, the Trustee, acting in accordance with instructions from the Servicer, shall withdraw from the
Principal Funding Account, to the extent not previously withdrawn pursuant to subsection 4.09(g), and (A) deposit
in the Distribution Account, the amount deposited into the Principal Funding Account pursuant to subsections
4.09(f)(i) and 4.09(f)(ii) and (B) pay to the Collateral Interest Holder in accordance with subsection 5.01(c),
the amount deposited into the Principal Funding Account pursuant to subsection 4.09(f)(iii).

                  (i)      On each Distribution Date, the Trustee shall pay in accordance with Section 5.01 (i)
to the Class A Certificateholders from the Distribution Account, the amount deposited into the Distribution
Account pursuant to subsection 4.09(a)(i) on the preceding Transfer Date and (ii) to the Class B
Certificateholders from the Distribution Account, the amount deposited into the Distribution Account pursuant to
subsection 4.09(b)(i) on the preceding Transfer Date.

                  (j)      On the earliest to occur of (i) the first Distribution Date with respect to the Rapid
Amortization Period, (ii) the Scheduled Payment Date and (iii) the first Distribution Date with respect to the
Rapid Accumulation Period on which the amount on deposit in the Principal Funding Account is equal to the Class A
Investor Interest, and on each Distribution Date thereafter, the Trustee, acting in accordance with instructions
from the Servicer, shall pay in accordance with Section 5.01 from the Distribution Account the amount so
deposited into the Distribution Account pursuant to subsections 4.09(f), (g) and (h) on the related Transfer Date
in the following priority:

                           (i)      for each Distribution Date with respect to the Rapid Amortization Period, if
         any, and with respect to the Scheduled Payment Date, an amount equal to the lesser of such amount on
         deposit in the Distribution Account and the Class A Investor Interest shall be paid to the Class A
         Certificateholders; and

                           (ii)     for each Distribution Date with respect to (A) the Rapid Accumulation Period
         after the date on which the amount on deposit in the Principal Funding Account is equal to the Class A
         Investor Interest, if any, and (B) the Rapid Amortization Period, if any, and on the Scheduled Payment
         Date, after giving effect to the distributions referred to in clause (i) above, if any, an amount equal
         to the lesser of such amount on deposit in the Distribution Account and the Class B Investor Interest
         shall be paid to the Class B Certificateholders.

                  (k)      The Controlled Accumulation Period is scheduled to commence at the close of business
on April 30, 2009; provided, however, that, if the Accumulation Period Length (determined as described below) is
less than 12 months, the date on which the Controlled Accumulation Period actually commences will be delayed to
the first Business Day of the month that is the number of whole months prior to the Scheduled Payment Date at
least equal to the Accumulation Period Length and, as a result, the number of Monthly Periods in the Controlled
Accumulation Period will at least equal the Accumulation Period Length.  On the Determination Date immediately
preceding the April 2009 Distribution Date, and each Determination Date thereafter until the Controlled
Accumulation Period begins, the Servicer will determine the "Accumulation Period Length" which will equal the
number of whole months such that the sum of the Accumulation Period Factors for each month during such period
will be equal to or greater

                                                           35



        



than the Required Accumulation Factor Number; provided, however, that the Accumulation Period Length will not be
determined to be less than one month; provided further, however, that the determination of the Accumulation
Period Length may be changed at any time if the Rating Agency Condition is satisfied.

                  SECTION 4.10.     Investor Charge-Offs.

                  (a) On or before each Transfer Date, the Servicer shall calculate the Class A Investor Default
Amount. If on any Transfer Date, the Class A Investor Default Amount for the prior Monthly Period exceeds the sum
of the amount allocated with respect thereto pursuant to subsection 4.09(a)(iv), subsection 4.11(a) and Section
4.12 with respect to such Monthly Period, the Class D Investor Interest (after giving effect to reductions for
any Class D Investor Charge-Offs and any Reallocated Principal Collections on such Transfer Date) will be reduced
by the amount of such excess, but not by more than the lesser of the Class A Investor Default Amount and the
Class D Investor Interest (after giving effect to reductions for any Class D Investor Charge-Offs and any
Reallocated Principal Collections on such Transfer Date) for such Transfer Date. In the event that such reduction
would cause the Class D Investor Interest to be a negative number, the Class D Investor Interest will be reduced
to zero, and the Collateral Interest Amount(after giving effect to reductions for any Collateral Charge-Offs and
any Reallocated Collateral Principal Collections on such Transfer Date) will be reduced by the amount by which
the Class D Investor Interest would have been reduced below zero. In the event that such reduction would cause
the Collateral Interest Amount to be a negative number, the Collateral Interest Amount will be reduced to zero,
and the Class B Investor Interest (after giving effect to reductions for any Class B Investor Charge-Offs and any
Reallocated Class B Principal Collections on such Transfer Date) will be reduced by the amount by which the
Collateral Interest Amount would have been reduced below zero. In the event that such reduction would cause the
Class B Investor Interest to be a negative number, the Class B Investor Interest will be reduced to zero, and the
Class A Investor Interest will be reduced by the amount by which the Class B Investor Interest would have been
reduced below zero, but not by more than the Class A Investor Default Amount for such Transfer Date (a "Class A
Investor Charge-Off"). If the Class A Investor Interest has been reduced by the amount of any Class A Investor
Charge-Offs, it will be reimbursed on any Transfer Date (but not by an amount in excess of the aggregate Class A
Investor Charge-Offs) by the amount of Excess Spread allocated and available for such purpose pursuant to
subsection 4.11(b).

                  (b)      On or before each Transfer Date, the Servicer shall calculate the Class B Investor
Default Amount.  If on any Transfer Date, the Class B Investor Default Amount for the prior Monthly Period
exceeds the amount of Excess Spread, Reallocated Collateral Principal Collections and Reallocated Class D
Principal Collections which are allocated and available to fund such amount pursuant to subsection 4.11(c) and
Section 4.12, the Class D Investor Interest (after giving effect to reductions for any Class D Investor
Charge-Offs and any Reallocated Principal Collections on such Transfer Date and any adjustments with respect
thereto as described in subsection 4.10(a) above) will be reduced by the amount of such excess but not by more
than the lesser of the Class B Investor Default Amount and the Class D Investor Interest (after giving effect to
reductions for any Class D Investor Charge-Offs and any Reallocated Principal Collections on such Transfer Date
and any adjustments with respect thereto as described in subsection 4.10(a) above) for such Transfer Date.  In
the event that such reduction would cause the Class D Investor Interest to be a negative number, the Class D
Investor Interest will be reduced to zero, and the Collateral Interest Amount (after giving effect to reductions
for any Collateral Charge-Offs and any Reallocated Collateral Principal Collections on such Transfer Date) will
be reduced by the amount by which the Class D Investor Interest would have been reduced below zero.  In the event
that such reduction

                                                           36



        



would cause the Collateral Interest Amount to be a negative number, the Collateral Interest Amount will be
reduced to zero and the Class B Investor Interest will be reduced by the amount by which the Collateral Interest
Amount would have been reduced below zero, but not by more than the Class B Investor Default Amount for such
Transfer Date (a "Class B Investor Charge-Off"). The Class B Investor Interest will also be reduced by the amount
of Reallocated Class B Principal Collections in excess of the Collateral Interest Amount pursuant to Section 4.12
and the amount of any portion of the Class B Investor Interest allocated to the Class A Certificates to avoid a
reduction in the Class A Investor Interest pursuant to subsection 4.10(a) above. The Class B Investor Interest
will thereafter be reimbursed (but not to an amount in excess of the unpaid principal balance of the Class B
Certificates) on any Transfer Date by the amount of Excess Spread allocated and available for that purpose as
described under subsection 4.11(d).

                  (c)      On or before each Transfer Date, the Servicer shall calculate the Collateral Default
Amount.  If on any Transfer Date, the Collateral Default Amount for the prior Monthly Period exceeds the amount
of Excess Spread and Reallocated Class D Principal Collections which are allocated and available to fund such
amount pursuant to subsection 4.11(g) and Section 4.12, the Class D Investor Interest (after giving effect to
reductions for any Class D Investor Charge-Offs and any Reallocated Principal Collections on such Transfer Date
and any adjustments with respect thereto as described in subsections 4.10(a) and (b) above) will be reduced by
the amount of such excess but not by more than the lesser of the Collateral Default Amount and the Class D
Investor Interest (after giving effect to reductions for any Class D Investor Charge-Offs and any Reallocated
Principal Collections on such Transfer Date and any adjustments with respect thereto as described in subsections
4.10(a) and (b) above) for such Transfer Date.  In the event that such reduction would cause the Class D Investor
Interest to be a negative number, the Class D Investor Interest will be reduced to zero and the Collateral
Interest Amount will be reduced by the amount by which the Class D Investor Interest would have been reduced
below zero, but not by more than the Collateral Default Amount for such Transfer Date (a "Collateral
Charge-Off").  The Collateral Interest Amount will also be reduced by the amount of Reallocated Collateral
Principal Collections in excess of the Class D Investor Interest pursuant to Section 4.12 and the amount of any
portion of the Collateral Interest Amount allocated to the Class A Certificates or the Class B Certificates to
avoid a reduction in the Class A Investor Interest, pursuant to subsection 4.10(a), or the Class B Investor
Interest, pursuant to subsection 4.10(b), respectively.  The Collateral Interest Amount will thereafter be
reimbursed (but not to an amount in excess of the unpaid principal balance of the Collateral Interest) on any
Transfer Date by the amount of Excess Spread allocated and available for that purpose as described under
subsection 4.11(h).

                  (d)      On or before each Transfer Date, the Servicer shall calculate the Class D Investor
Default Amount.  If on any Transfer Date, the Class D Investor Default Amount for the prior Monthly Period
exceeds the amount of Excess Spread which is allocated and available to fund such amount pursuant to subsection
4.11(l), the Class D Investor Interest will be reduced by the amount of such excess but not by more than the
lesser of the Class D Investor Default

                                                           37



        



Amount and the Class D Investor Interest for such Transfer Date (a "Class D Investor Charge-Off"). The Class D
Investor Interest will also be reduced by the amount of Reallocated Principal Collections pursuant to Section
4.12 and the amount of any portion of the Class D Investor Interest allocated to the Class A Certificates, the
Class B Certificates or the Collateral Interest to avoid a reduction in the Class A Investor Interest, pursuant
to subsection 4.10(a), the Class B Investor Interest, pursuant to subsection 4.10(b), or the Collateral Interest
Amount, pursuant to subsection 4.10(c), respectively. The Class D Investor Interest will thereafter be reimbursed
on any Transfer Date by the amount of Excess Spread allocated and available for that purpose as described under
subsection 4.11(m).

                  SECTION 4.11.     Excess Spread.  On or before each Transfer Date, the Servicer shall instruct
the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess
Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in
the following priority:
                  (a)      an amount equal to the Class A Required Amount, if any, with respect to such Transfer
Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set
forth in, subsection 4.09(a);

                  (b)      an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not
been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the
Principal Account on such Transfer Date;

                  (c)      an amount equal to the Class B Required Amount, if any, with respect to such Transfer
Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the
priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor
Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;

                  (d)      an amount equal to the aggregate amount by which the Class B Investor Interest has
been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the
Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been
previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the
Principal Account on such Transfer Date;

                  (e)      an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past
due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in
accordance with subsection 5.01(c);

                  (f)      if FIA or The Bank of New York Mellon is the Servicer, an amount equal to the
aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer;

                  (g)      an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period
will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such
Transfer Date;


                                                           38



        



                  (h)      an amount equal to the aggregate amount by which the Collateral Interest Amount has
been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but
not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be
treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer
Date;

                  (i)      on each Transfer Date from and after the Reserve Account Funding Date, but prior to
the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if
any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the
Reserve Account;

                  (j)      on each Transfer Date, an amount equal to the sum of the Note Reserve Deficiency and
the Administration Fee (as such terms are defined in the Transfer Agreement) as of such Transfer Date shall be
paid to the Collateral Interest Holder in accordance with subsection 5.01(c);

                  (k)      if FIA or The Bank of New York Mellon is the Servicer, an amount equal to the
aggregate amount of accrued but unpaid Class D Servicing Fees will be paid to the Servicer;

                  (l)      an amount equal to the Class D Investor Default Amount, if any, for the prior Monthly
Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on
such Transfer Date;

                  (m)      an amount equal to the aggregate amount by which the Class D Investor Interest has
been reduced for reasons other than the payment of amounts with respect to the Class D Monthly Principal (but not
in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated
as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; and

                  (n)      the balance, if any, after giving effect to the payments made pursuant to
subparagraphs (a) through (m) above shall be paid to the Collateral Interest Holder in accordance with subsection
5.01(c).

                  SECTION 4.12.     Reallocated Principal Collections.  On or before each Transfer Date, the
Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B
hereto) to withdraw from the Principal Account and apply Reallocated Principal Collections (applying all
Reallocated Class D Principal Collections in accordance with subsections 4.12(a), (b) and (c) prior to applying
any Reallocated Collateral Principal Collections or Reallocated Class B Principal Collections in accordance with
subsection 4.12(a) and (b), respectively, for any amounts still owing after the application of Reallocated Class
D Principal Collections, and, if the Class D Investor Interest has been reduced to zero, applying all Reallocated
Collateral Principal Collections in accordance with subsections 4.12(a) and (b) prior to applying any Reallocated
Class B Principal Collections in accordance with subsection 4.12(a) for any amounts still owing after the
application of Reallocated Collateral Principal Collections and Reallocated Class D Principal Collections) with
respect to such Transfer Date, to make the following distributions on each Transfer Date in the following
priority:


                                                           39



        



                  (a)      an amount equal to the excess, if any, of (i) the Class A Required Amount, if any,
with respect to such Transfer Date over (ii) the amount of Excess Spread with respect to the related Monthly
Period, shall be applied pursuant to subsections 4.09(a)(i), (ii), (iii) and (iv);

                  (b)      an amount equal to the excess, if any, of (i) the Class B Required Amount, if any,
with respect to such Transfer Date over (ii) the amount of Excess Spread allocated and available to the Class B
Certificates pursuant to subsection 4.11(c) on such Transfer Date shall be applied first pursuant to subsections
4.09(b)(i) and (ii) and then pursuant to subsection 4.11(c); and

                  (c)      an amount equal to the Collateral Required Amount, if any, with respect to such
Transfer Date shall be applied pursuant to subsections 4.11(e) through (g) on such Transfer Date.

                  (d)      On each Transfer Date, the Class D Investor Interest shall be reduced by the amount of
Reallocated Class D Principal Collections and by the amount of Reallocated Collateral Principal Collections and
Reallocated Class B Principal Collections for such Transfer Date.  In the event that such reduction would cause
the Class D Investor Interest (after giving effect to any Class D Investor Charge-Offs for such Transfer Date) to
be a negative number, the Class D Investor Interest (after giving effect to any Class D Investor Charge-Offs for
such Transfer Date) shall be reduced to zero and the Collateral Interest Amount shall be reduced by the amount by
which the Class D Investor Interest would have been reduced below zero.  In the event that the reallocation of
Reallocated Principal Collections would cause the Collateral Interest Amount (after giving effect to any
Collateral Charge-Offs for such Transfer Date) to be a negative number, the Collateral Interest Amount (after
giving effect to any Collateral Charge-Offs for such Transfer Date) shall be reduced to zero and the Class B
Investor Interest shall be reduced by the amount by which the Collateral Interest Amount would have been reduced
below zero.  In the event that the reallocation of Reallocated Principal Collections would cause the Class B
Investor Interest (after giving effect to any Class B Investor Charge-Offs for such Transfer Date) to be a
negative number on any Transfer Date, Reallocated Principal Collections shall be reallocated on such Transfer
Date in an aggregate amount not to exceed the amount which would cause the Class B Investor Interest (after
giving effect to any Class B Investor Charge-Offs for such Transfer Date) to be reduced to zero.

                  SECTION 4.13.     Shared Principal Collections.

                  (a) The portion of Shared Principal Collections on deposit in the Principal Account equal to
the amount of Shared Principal Collections allocable to Series 2000-E on any Transfer Date shall be applied as an
Available Investor Principal Collection pursuant to Section 4.09 and pursuant to such Section 4.09 shall be
deposited in the Distribution Account or distributed to the Collateral Interest in accordance with subsection 5.01(c).

                  (b)      Shared Principal Collections allocable to Series 2000-E with respect to any Transfer
Date shall mean an amount equal to the Series Principal Shortfall, if any, with respect to Series 2000-E for such
Transfer Date; provided, however, that if the aggregate amount of Shared Principal Collections for all Series for
such Transfer Date is less than the Cumulative Series Principal Shortfall for such Transfer Date, then Shared
Principal Collections allocable to
                                                           40



        



Series 2000-E on such Transfer Date shall equal the product of (i) Shared Principal Collections for all Series
for such Transfer Date and (ii) a fraction, the numerator of which is the Series Principal Shortfall with respect
to Series 2000-E for such Transfer Date and the denominator of which is the aggregate amount of Cumulative Series
Principal Shortfall for all Series for such Transfer Date.

                  (c)      Solely for the purpose of determining the amount of Available Investor Principal
Collections to be treated as Shared Principal Collections on any Transfer Date allocable to other Series in Group
One, on each Determination Date, the Servicer shall determine the Class A Required Amount, Class B Required
Amount, Excess Spread and Reallocated Principal Collections as of such Determination Date for the following
Transfer Date.

                  SECTION 4.14.     Principal Funding Account.

                  (a) The Trustee shall establish and maintain with a Qualified Institution, which may be the
Trustee, in the name of the Trust, on behalf of the Trust, for the benefit of the Investor Certificateholders, a
segregated trust account with the corporate trust department of such Qualified Institution (the "Principal
Funding Account"), bearing a designation clearly indicating that the funds deposited therein are held for the
benefit of the Investor Certificateholders.  The Trustee shall possess all right, title and interest in all funds
on deposit from time to time in the Principal Funding Account and in all proceeds thereof.  The Principal Funding
Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor
Certificateholders.  If at any time the institution holding the Principal Funding Account ceases to be a
Qualified Institution, the Transferor shall notify the Trustee, and the Trustee upon being notified (or the
Servicer on its behalf) shall, within 10 Business Days, establish a new Principal Funding Account meeting the
conditions specified above with a Qualified Institution, and shall transfer any cash or any investments to such
new Principal Funding Account.  The Trustee, at the direction of the Servicer, shall (i) make withdrawals from
the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series
Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period
or the Rapid Accumulation Period) prior to the termination of the Principal Funding Account make deposits into
the Principal Funding Account in the amounts specified in, and otherwise in accordance with, subsection 4.09(f).

                  (b)      Funds on deposit in the Principal Funding Account shall be invested at the direction
of the Servicer by the Trustee in Permitted Investments.  Funds on deposit in the Principal Funding Account on
any Transfer Date, after giving effect to any withdrawals from the Principal Funding Account on such Transfer
Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal
on or prior to the following Transfer Date. The Trustee shall:

                           (i)      hold each Permitted Investment (other than such as are described in clause (c)
         of the definition thereof) that constitutes investment property through a securities intermediary, which
         securities intermediary shall agree with the Trustee that (I) such investment property shall at all
         times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply
         with entitlement orders originated by the Trustee without the further consent of any other person or
         entity, (III) all property
                                                           41



        


         credited to such securities account shall be treated as a financial asset, (IV) such securities intermediary
         shall waive any lien on, security interest in, or right of set-off with respect to any property credited to
         such securities account, and (V) such agreement shall be governed by the laws of the State of New York;

                           (ii)     maintain possession of each other Permitted Investment not described in clause
         (i) above (other than such as are described in clause (c) of the definition thereof); and

                           (iii)    cause each Permitted Investment described in clause (c) of the definition
         thereof to be registered in the name of the Trustee by the issuer thereof;

provided, that no Permitted Investment shall be disposed of prior to its maturity date.  Terms used in clause (i)
above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in
the New York UCC.

                  On each Transfer Date with respect to the Controlled Accumulation Period or the Rapid
Accumulation Period and on the first Transfer Date with respect to the Rapid Amortization Period, the Trustee,
acting at the Servicer's direction given on or before such Transfer Date, shall transfer from the Principal
Funding Account to the Finance Charge Account the Principal Funding Investment Proceeds on deposit in the
Principal Funding Account for application as Class A Available Funds and Class B Available Funds in accordance
with Section 4.09.

                  Principal Funding Investment Proceeds (including reinvested interest) shall not be considered
part of the amounts on deposit in the Principal Funding Account for purposes of this Series Supplement.

                  SECTION 4.15.     Reserve Account.

                  (a)      The Trustee shall establish and maintain with a Qualified Institution, which may be
the Trustee in the name of the Trust, on behalf of the Trust, for the benefit of the Investor Certificateholders,
a segregated trust account with the corporate trust department of such Qualified Institution (the "Reserve
Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of
the Investor Certificateholders.  The Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Reserve Account and in all proceeds thereof.  The Reserve Account shall be under the
sole dominion and control of the Trustee for the benefit of the Investor Certificateholders.  If at any time the
institution holding the Reserve Account ceases to be a Qualified Institution, the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days,
establish a new Reserve Account meeting the conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Reserve Account.  The Trustee, at the direction of the Servicer,
shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the Available Reserve
Account Amount at such time, for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date
(from and after the Reserve Account Funding Date) prior to

                                                           42



        


termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and
otherwise in accordance with, subsection 4.11(i).

                  (b)      Funds on deposit in the Reserve Account shall be invested at the direction of the
Servicer by the Trustee in Permitted Investments.  Funds on deposit in the Reserve Account on any Transfer Date,
after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be available for withdrawal on or prior to the following
Transfer Date. The Trustee shall:

                           (i)      hold each Permitted Investment (other than such as are described in clause (c)
         of the definition thereof) that constitutes investment property through a securities intermediary, which
         securities intermediary shall agree with the Trustee that (I) such investment property shall at all
         times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply
         with entitlement orders originated by the Trustee without the further consent of any other person or
         entity, (III) all property credited to such securities account shall be treated as a financial asset,
         (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off
         with respect to any property credited to such securities account, and (V) such agreement shall be
         governed by the laws of the State of New York;

                           (ii)     maintain possession of each other Permitted Investment not described in clause
         (i) above (other than such as are described in clause (c) of the definition thereof); and

                           (iii)    cause each Permitted Investment described in clause (c) of the definition
         thereof to be registered in the name of the Trustee by the issuer thereof;

provided, that no Permitted Investment shall be disposed of prior to its maturity date.  Terms used in clause (i)
above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in
the New York UCC.

                  On each Transfer Date, all interest and earnings (net of losses and investment expenses)
accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be retained in the
Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve
Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Class
A Available Funds for such Transfer Date.  For purposes of determining the availability of funds or the balance
in the Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding
sentence, investment earnings on such funds shall be deemed not to be available or on deposit.

                  (c)      On or before each Transfer Date with respect to the Controlled Accumulation Period and
on or before the earlier of (i) the first Transfer Date with respect to the Rapid Accumulation Period and (ii)
the first Transfer Date with respect to the Rapid Amortization Period, the Servicer shall calculate the Reserve
Draw Amount; provided, however, that such amount will be reduced to the extent that funds otherwise would be
available for deposit in the Reserve Account under Section 4.11(i) with respect to such Transfer Date.


                                                           43



        



                  (d)      In the event that for any Transfer Date the Reserve Draw Amount is greater than zero,
the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account
on such Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer) and deposited
into the Finance Charge Account for application in the following priority:

                           (i)      an amount up to the excess, if any, of (x) an amount equal to that portion of
         the Covered Amount computed pursuant to clause (a) of the definition of Covered Amount over (y) an
         amount equal to that portion of the Class A Available Funds computed pursuant to clause (b) of the
         definition of Class A Available Funds shall be treated as Class A Available Funds to be applied pursuant
         to subsections 4.09(a)(i) and (ii); and

                           (ii)     an amount up to the excess, if any, of (x) an amount equal to that portion of
         the Covered Amount computed pursuant to clause (b) of the definition of Covered Amount over (y) an
         amount equal to that portion of the Class B Available Funds computed pursuant to clause (b) of the
         definition of Class B Available Funds shall be treated as Class B Available Funds to be applied pursuant
         to subsection 4.09(b)(i).

                  (e)      In the event that the Reserve Account Surplus on any Transfer Date, after giving
effect to all deposits to and withdrawals from the Reserve Account with respect to such Transfer Date, is greater
than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the
Reserve Account and distribute to the Collateral Interest Holder in accordance with subsection 5.01(c), an amount
equal to such Reserve Account Surplus.

                  (f)      Upon the earliest to occur of (i) the termination of the Trust pursuant to Article XII
of the Agreement, (ii) the first Transfer Date with respect to the Rapid Accumulation Period, (iii) the first
Transfer Date with respect to the Rapid Amortization Period, and (iv) the Transfer Date immediately preceding the
Scheduled Payment Date, the Trustee, acting in accordance with the instructions of the Servicer, after the prior
payment of all amounts owing to the Series 2000-E Certificateholders that are payable from the Reserve Account as
provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder in
accordance with subsection 5.01(c), all amounts, if any, on deposit in the Reserve Account and the Reserve
Account shall be deemed to have terminated for purposes of this Series Supplement.

                  SECTION 4.16.     Swap Reserve Fund.

                  (a)      The Trustee shall establish and maintain, at and upon the direction of the Servicer,
with a Qualified Institution, which may be the Trustee, in the name of the Trust, on behalf of the Trust, for the
benefit of the Class A Certificateholders, the Swap Counterparty and the Transferor, as their interests appear
herein, a segregated trust account with the corporate trust department of such Qualified Institution (the "Swap
Reserve Fund"), bearing a designation clearly indicating that the funds deposited therein are held for the
benefit of the Class A Certificateholders, the Swap Counterparty and the Transferor.  The Trustee shall possess
all right, title and interest in all funds on deposit from time to time in the Swap Reserve Fund and in

                                                           44



        



all proceeds thereof. The Swap Reserve Fund shall be under the sole dominion and control of the Trustee for the
benefit of the Class A Certificateholders, the Swap Counterparty and the Transferor. If at any time the
institution holding the Swap Reserve Fund ceases to be a Qualified Institution, the Transferor shall notify the
Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days,
establish a new Swap Reserve Fund meeting the conditions specified above with a Qualified Institution, and shall
transfer any cash or any investments to such new Swap Reserve Fund. The Trustee, at the direction of the
Servicer, shall make withdrawals from the Swap Reserve Fund from time to time in an amount up to the Available
Swap Reserve Fund Amount in the amounts and at the times set forth in this Section 4.16.

                  (b)      On the Closing Date, the Trustee shall deposit an amount equal to the Required Swap
Reserve Fund Amount received by it from the Transferor in immediately available funds into the Swap Reserve Fund.
Funds on deposit in the Swap Reserve Fund shall be invested at the direction of the Servicer by the Trustee in
Permitted Investments; provided, however, that, for purposes of the investment of funds on deposit in the Swap
Reserve Fund, references in the definition of "Permitted Investments" to a rating of "A-1+" by Standard &
Poor's shall be modified to require a rating of not lower than "A-1" by such Rating Agency. Funds on deposit in
the Swap Reserve Fund on any Transfer Date, after giving effect to any withdrawals from the Swap Reserve Fund on
such Transfer Date, shall be invested in such investments that will mature so that such funds will be available
for withdrawal on or prior to the following Transfer Date. The Trustee
shall:

                           (i)      hold each Permitted Investment (other than such as are described in clause (c)
         of the definition thereof) that constitutes investment property through a securities intermediary, which
         securities intermediary shall agree with the Trustee that (I) such investment property shall at all
         times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply
         with entitlement orders originated by the Trustee without the further consent of any other person or
         entity, (III) all property credited to such securities account shall be treated as a financial asset,
         (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off
         with respect to any property credited to such securities account, and (V) such agreement shall be
         governed by the laws of the State of New York;

                           (ii)     maintain possession of each other Permitted Investment not described in clause
         (i) above (other than such as are described in clause (c) of the definition thereof); and

                           (iii)    cause each Permitted Investment described in clause (c) of the definition
         thereof to be registered in the name of the Trustee by the issuer thereof;

provided, that no Permitted Investment shall be disposed of prior to its maturity date.  Terms used in clause (i)
above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in
the New York UCC.

                  On each Transfer Date, all interest and earnings (net of losses and investment expenses)
accrued since the preceding Transfer Date on funds on deposit in the Swap Reserve Fund shall be retained in the
Swap Reserve Fund (to the extent that the Available Swap Reserve

                                                           45



        



Fund Amount (prior to taking into account any such interest and earnings) is less than the Required Swap Reserve
Fund Amount) and the balance, if any, shall be distributed to the Collateral Interest Holder in accordance with
subsection 5.01(c) on such Transfer Date.

                  (c)      On or before each Transfer Date with respect to the Rapid Accumulation Period and on
or before the first Transfer Date with respect to the Rapid Amortization Period if such Rapid Amortization Period
commences after the commencement of the Rapid Accumulation Period, the Servicer shall calculate the "Swap Reserve
Draw Amount" which shall be equal to the amount, if any, by which the Principal Funding Investment Proceeds for
the related Transfer Date are less than the Covered Amount determined as of such Transfer Date; provided, however,
that on the first Transfer Date with respect to the Rapid Accumulation Period, the "Swap Reserve Draw Amount"
shall equal the amount, if any, by which the sum of (i) the Principal Funding Investment Proceeds for such
Transfer Date and (ii) the amount withdrawn from the Reserve Account on such Transfer Date pursuant to subsection
4.15(d)(i) are less than the amount computed pursuant to clause (a) of the definition of Covered Amount for such
Transfer Date.

                  (d)      In the event that for any Transfer Date the Swap Reserve Draw Amount is greater than
zero, the Swap Reserve Draw Amount, up to the Available Swap Reserve Fund Amount, shall be withdrawn from the
Swap Reserve Fund on such Transfer Date by the Trustee (acting in accordance with the instructions of the
Servicer), and deposited into the Finance Charge Account and treated as Class A Available Funds for such Transfer
Date to be applied pursuant to subsection 4.09(a).

                  (e)      In the event that for any Transfer Date the Trust owes an amount to the Swap
Counterparty due to an early termination of the Interest Rate Swap pursuant to the terms thereof, the Trustee
(acting in accordance with the instructions of the Servicer) shall withdraw from the Swap Reserve Fund on such
Transfer Date and pay to the Swap Counterparty an amount equal to the lesser of (a) the Available Swap Reserve
Fund Amount for such Transfer Date (after giving effect to any withdrawal pursuant to subsection 4.16(d) on such
Transfer Date) and (b) the aggregate amount owed by the Trust to the Swap Counterparty on such Transfer Date due
to such early termination of the Interest Rate Swap.

                  (f)      In the event that the Swap Reserve Fund Surplus on any Transfer Date, after giving
effect to all withdrawals from the Swap Reserve Fund with respect to such Transfer Date, is greater than zero,
the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Swap Reserve
Fund an amount equal to such Swap Reserve Fund Surplus and distribute such amount to the Collateral Interest
Holder in accordance with subsection 5.01(c).

                  (g)      Upon the earliest to occur of (i) the Transfer Date immediately preceding the
Scheduled Payment Date, (ii) the termination of the Trust pursuant to Article XII of the Agreement, (iii) the
Transfer Date immediately following the termination of the Interest Rate Swap (or, if the Interest Rate Swap
terminates on a Transfer Date, such Transfer Date) and (iv) the first Transfer Date with respect to the Rapid
Amortization Period (after taking into account all payments to be made on such date), the Trustee, acting in
accordance with the instructions of the Servicer, after withdrawing all amounts owing from the Swap Reserve Fund

                                                           46



        



as provided herein, shall withdraw from the Swap Reserve Fund and distribute to the Collateral Interest Holder in
accordance with subsection 5.01(c) amounts, if any, on deposit in the Swap Reserve Fund, and the Swap Reserve
Fund shall be deemed to have terminated for purposes of this Series Supplement.

                  SECTION 4.17.     [RESERVED].

                  SECTION 4.18.     Transferor's or Servicer's Failure to Make a Deposit or Payment.

                  If the Servicer or the Transferor fails to make, or give instructions to make, any payment or
deposit (other than as required by subsections 2.04(d) and (e) and 12.02(a) or Sections 10.02 and 12.01) required
to be made or given by the Servicer or Transferor, respectively, at the time specified in the Agreement (including
applicable grace periods), the Trustee shall make such payment or deposit from the applicable Investor Account
without instruction from the Servicer or Transferor. The Trustee shall be required to make any such payment,
deposit or withdrawal hereunder only to the extent that the Trustee has sufficient information to allow it to
determine the amount thereof; provided, however, that the Trustee shall in all cases be deemed to have sufficient
information to determine the amount of interest payable to the Series 2000-E Certificateholders on each
Distribution Date. The Servicer shall, upon request of the Trustee, promptly provide the Trustee with all
information necessary to allow the Trustee to make such payment, deposit or withdrawal. Such funds or the proceeds
of such withdrawal shall be applied by the Trustee in the manner in which such payment or deposit should have been
made by the Transferor or the Servicer, as the case may be.

                  SECTION 4.19.     Interest Rate Swap.

                  (a)      The Trustee shall enter into the Interest Rate Swap, certain terms of which are set
forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap
Counterparty on the Closing Date.  Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall
pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt
due but not paid with respect to any previous Transfer Date.  The Trustee shall deposit such Net Swap Receipts,
if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to
subsection 4.09(a).  In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay
to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap
Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections
4.09(a)(ii).  If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap
Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due,
(i) the Trustee shall notify the Swap Counterparty, the Transferor and the Servicer of such fact prior to 12:00
p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as
such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Transferor
so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the
Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of
Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or
any portion thereof) was not received by the Trustee for such Transfer Date.


                                                           47



        


                  (b)      Following the termination of the Interest Rate Swap pursuant to the terms thereof, the
Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap
Counterparty pursuant to Section 6 of the Interest Rate Swap.  The Trustee shall, promptly upon receipt of such
termination payment, if any, and at the direction of the Servicer distribute the amount of such termination
payment to the Collateral Interest Holder in accordance with subsection 5.01(c).

                  (c)      The Trustee, at the direction of the Transferor, shall direct the Swap Counterparty to
assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event
that the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below BBB- by Standard &
Poor's or below Baa3 by Moody's or is withdrawn by either Standard & Poor's or Moody's. The Transferor shall
give Standard & Poor's and Moody's notice of the replacement of the Swap Counterparty as soon as practicable
thereafter.

                  (d)      The parties hereto agree that all obligations of the Trustee on behalf of the Trust
under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant
to subsections 4.09(a)(ii) and 4.16(e) of this Series Supplement and that the Trustee shall not be required to
expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap.

                  (e)      If the Trustee has actual knowledge of any event specified in Section 5 of the
Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Transferor and
the Rating Agencies.  The Transferor, upon becoming aware of any event specified in Section 5 of the Interest
Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with
written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including
without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the
Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated.
Prior to receiving such written instructions from the Transferor, the Trustee shall not designate an Early
Termination Date and shall not terminate the Interest Rate Swap.

                  (f)      At the request of the Trustee, the Transferor shall provide the Trustee with any
document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate
Swap.

                  (g)      In the event the long-term, senior unsecured debt rating of the Swap Counterparty is
reduced below AA- by Standard & Poor's or is withdrawn by Standard & Poor's, the Swap Counterparty will be
required within 30 days from the date of such reduction or withdrawal to fund an account (the "Interest Reserve
Account") in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Fixed Rate
Notional Amount as of the Record Date preceding such reduction or withdrawal (the "Required Interest Reserve
Amount").  The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such
reduction or withdrawal shall constitute an "Interest Reserve Account Event."

                  SECTION 4.20.     Interest Reserve Account.


                                                           48



        


                  (a)      The Trustee shall establish and maintain, at and upon the direction of the Servicer,
the Interest Reserve Account with a Qualified Institution, which may be the Trustee in the name of the Trust, on
behalf of the Trust, for the benefit of the Class A Certificateholders, a segregated trust account with the
corporate trust department of such Qualified Institution, bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Class A Certificateholders. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the Interest Reserve Account and in all
proceeds thereof. The Interest Reserve Account shall be under the sole dominion and control of the Trustee for
the benefit of the Class A Certificateholders. If at any time the institution holding the Interest Reserve
Account ceases to be a Qualified Institution, the Transferor shall notify the Trustee, and the Trustee upon being
notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Interest Reserve Account
meeting the conditions specified above with a Qualified Institution, and shall transfer any cash or any
investments to such new Interest Reserve Account.

                  (b)      Funds on deposit in the Interest Reserve Account shall be invested at the direction of
the Swap Counterparty by the Trustee in Permitted Investments.  Funds on deposit in the Interest Reserve Account
on any Transfer Date shall be invested in such investments that will mature so that such funds will be available
for withdrawal on or prior to the following Transfer Date. The Trustee shall:

                           (i)      hold each Permitted Investment (other than such as are described in clause (c)
         of the definition thereof) that constitutes investment property through a securities intermediary, which
         securities intermediary shall agree with the Trustee that (I) such investment property shall at all
         times be credited to a securities account of the Trustee, (II) such securities intermediary shall comply
         with entitlement orders originated by the Trustee without the further consent of any other person or
         entity, (III) all property credited to such securities account shall be treated as a financial asset,
         (IV) such securities intermediary shall waive any lien on, security interest in, or right of set-off
         with respect to any property credited to such securities account, and (V) such agreement shall be
         governed by the laws of the State of New York;

                           (ii)     maintain possession of each other Permitted Investment not described in clause
         (i) above (other than such as are described in clause (c) of the definition thereof); and

                           (iii)    cause each Permitted Investment described in clause (c) of the definition
         thereof to be registered in the name of the Trustee by the issuer thereof;

provided, that no Permitted Investment shall be disposed of prior to its maturity date.  Terms used in clause (i)
above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in
the New York UCC.

                  On each Transfer Date, all interest and earnings (net of losses and investment expenses)
accrued since the preceding Transfer Date on funds on deposit in the Interest Reserve Account shall be retained
in the Interest Reserve Account to the extent that the Required Interest Reserve Amount exceeds the amount on
deposit in the Interest Reserve Account.  To the extent

                                                           49



        


that the amount on deposit in the Interest Reserve Account exceeds the Required Interest Reserve Amount (after
taking into effect any withdrawals required to be made on such Transfer Date), the amount of such excess shall be
withdrawn from the Interest Reserve Account and distributed to the Swap Counterparty on such Transfer Date. For
purposes of determining the availability of funds or the balance in the Interest Reserve Account for any reason
under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such
funds shall be deemed not to be available or on deposit.

                  (c)      In the event that the Interest Rate Swap terminates due to a default by the Swap
Counterparty, on the Transfer Date on or immediately following such termination, the Trustee, at the direction of
the Servicer, shall withdraw from the Interest Reserve Account an amount equal to the least of (i) the Net Swap
Receipt, if any, with respect to such Transfer Date plus the amount of any Net Swap Receipt previously due but
not paid to the Trust, (ii) the amount on deposit in the Interest Reserve Account on such Transfer Date and (iii)
the Required Interest Reserve Amount, and shall deposit such amount in the Finance Charge Account to be included
in Class A Available Funds with respect to such Transfer Date and give notice of such withdrawal to each Rating
Agency.

                  (d)      Upon the earliest to occur of (i) any Transfer Date subsequent to the return of the
Swap Counterparty's long-term, unsecured, unsubordinated debt obligation rating or financial program rating (or
other similar rating) to AA- or higher by Standard & Poor's, (ii) the Transfer Date on or immediately following
the termination of the Interest Rate Swap, (iii) the Transfer Date immediately preceding the Scheduled Payment
Date, (iv) the termination of the Trust pursuant to Article XII of the Agreement, (v) the Series 2000-E
Termination Date and (vi) the first Transfer Date relating to the Rapid Amortization Period (after taking into
account all payments to be made on such date), the Trustee, acting in accordance with the instructions of the
Servicer, after the prior payment of all amounts owing to the Series 2000-E Certificateholders that are payable
from the Interest Reserve Account as provided herein, shall withdraw from the Interest Reserve Account and pay to
the Swap Counterparty pursuant to the terms of the Interest Rate Swap, all amounts, if any, on deposit in the
Interest Reserve Account, and the Interest Reserve Account shall be deemed to have terminated for purposes of
this Series Supplement.

                  SECTION 8.        Article V of the Agreement.  Article V of the Agreement shall read in its
entirety as follows and shall be applicable only to the Investor Certificateholders:

                                                     ARTICLE V
                                       DISTRIBUTIONS AND REPORTS TO INVESTOR
                                                CERTIFICATEHOLDERS

                  SECTION 5.01          Distributions.

                  (a)      On each Distribution Date, the Trustee shall distribute (in accordance with the
certificate delivered on or before the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.04(b)) to each Class A Certificateholder of record on the immediately preceding Record Date (other
than as provided in subsection 2.04(e) or Section 12.03 respecting a final distribution) such Certificateholder's
pro rata share (based on the aggregate Undivided Interests represented by Class A Certificates held by such
Certificateholder) of amounts on

                                                           50



        



deposit in the Distribution Account as are payable to the Class A Certificateholders pursuant to Section 4.09 by
check mailed to each Class A Certificateholder (at such Certificateholder's address as it appears in the
Certificate Register), except that with respect to Class A Certificates registered in the name of the nominee of
a Clearing Agency, such distribution shall be made in immediately available funds.

                  (b)      On each Distribution Date, the Trustee shall distribute (in accordance with the
certificate delivered on or before the related Transfer Date by the Servicer to the Trustee pursuant to
subsection 3.04(b)) to each Class B Certificateholder of record on the immediately preceding Record Date (other
than as provided in subsection 2.04(e) or Section 12.03 respecting a final distribution) such Certificateholder's
pro rata share (based on the aggregate Undivided Interests represented by Class B Certificates held by such
Certificateholder) of amounts on deposit in the Distribution Account as are payable to the Class B
Certificateholders pursuant to Section 4.09 by check mailed to each Class B Certificateholder (at such
Certificateholder's address as it appears in the Certificate Register), except that with respect to Class B
Certificates registered in the name of the nominee of a Clearing Agency, such distribution shall be made in
immediately available funds.

                  (c)      On each Transfer Date, the Trustee shall distribute to the Collateral Interest Holder
the aggregate amount payable to the Collateral Interest Holder pursuant to Sections 4.09, 4.11, 4.15, 4.16 and
4.19 to the Collateral Interest Holder's account, as specified in writing by the Collateral Interest Holder, in
immediately available funds.

                  (d)      On each Distribution Date, the Trustee shall distribute to the Class D Certificateholder
the aggregate amount payable to the Class D Certificateholder pursuant to Section 4.09 to the Class D
Certificateholder's account, as specified in writing by the Class D Certificateholder, in immediately available
funds.

                  SECTION 5.02          Monthly Series 2000-E Certificateholders' Statement.

                  (a)      On or before each Distribution Date, the Trustee shall forward to each Series 2000-E
Certificateholder, the Class D Certificateholder, each Rating Agency and the Collateral Interest Holder a
statement substantially in the form of Exhibit C to this Series Supplement prepared by the Servicer, delivered to
the Trustee and setting forth, among other things, the following information (which, in the case of subclauses
(i), (ii) and (iii) below, shall be stated on the basis of an original principal amount of $1,000 per Certificate
and, in the case of subclauses (ix) and (x) shall be stated on an aggregate basis and on the basis of an original
principal amount of $1,000 per Certificate, as applicable):

                           (i)      the amount of the current distribution;

                           (ii)     the amount of the current distribution allocable to Class A Monthly Principal,
         Class B Monthly Principal, Collateral Monthly Principal and Class D Monthly Principal, respectively;

                           (iii)    the amount of the current distribution allocable to Class A Monthly Interest,
         Class A Deficiency Amounts, Class A Additional Interest, Class B Monthly

                                                           51



        



Interest, Class B Deficiency Amounts, Class B Additional Interest, Collateral Minimum Monthly Interest, and any
past due Collateral Minimum Monthly Interest, respectively;

                           (iv)     the amount of Collections of Principal Receivables processed during the
         related Monthly Period and allocated in respect of the Class A Certificates, the Class B Certificates,
         the Collateral Interest and the Class D Certificates, respectively;

                           (v)      the amount of Collections of Finance Charge Receivables processed during the
         related Monthly Period and allocated in respect of the Class A Certificates, the Class B Certificates,
         the Collateral Interest and the Class D Certificates, respectively;

                           (vi) the aggregate amount of Principal Receivables, the Investor Interest, the
         Adjusted Investor Interest, the Class A Investor Interest, the Class A Adjusted Investor Interest, the
         Class B Investor Interest, Class B Adjusted Investor Interest, the Collateral Interest Amount, the
         Collateral Interest Adjusted Amount, the Class D Investor Interest, the Class D Adjusted Investor
         Interest, the Floating Investor Percentage, the Class A Floating Allocation, the Class B Floating
         Allocation, the Collateral Floating Allocation, the Class D Floating Allocation and the Fixed Investor
         Percentage, Class A Fixed Allocation, the Class B Fixed Allocation, the Collateral Fixed Allocation and
         the Class D Fixed Allocation with respect to the Principal Receivables in the Trust as of the end of the
         day on the Record Date;

                           (vii)    the aggregate outstanding balance of Accounts which were 30 to 59, 60 to 89,
         90 to 119, 120 to 149 and 150 or more days delinquent as of the end of the day on the Record Date;

                           (viii)   the Aggregate Investor Default Amount, the Class A Investor Default Amount,
         the Class B Investor Default Amount, the Collateral Default Amount and the Class D Investor Default
         Amount for the related Monthly Period;

                           (ix)     the aggregate amount of Class A Investor Charge-Offs, Class B Investor
         Charge-Offs, Collateral Charge-Offs and Class D Investor Charge-Offs for the related Monthly Period;

                           (x)      the aggregate amount of Class A Investor Charge-Offs, Class B Investor
         Charge-Offs, Collateral Charge-Offs and Class D Investor Charge-Offs reimbursed on the Transfer Date
         immediately preceding such Distribution Date;

                           (xi)     the amount of the Class A Servicing Fee, the Class B Servicing Fee, the
         Collateral Interest Servicing Fee, the Class D Servicing Fee and the Servicer Interchange for the
         related Monthly Period;

                           (xii)    the Portfolio Yield for the preceding Monthly Period;

                           (xiii)   the amount of Reallocated Class D Principal Collections, Reallocated
         Collateral Principal Collections and Reallocated Class B Principal Collections with respect to such
         Distribution Date;


                                                           52



        



                           (xiv) the Class A Investor Interest, the Class A Adjusted Investor Interest, the Class
         B Investor Interest, the Class B Adjusted Investor Interest, the Collateral Interest Amount, the
         Collateral Interest Adjusted Amount, the Class D Investor Interest and the Class D Adjusted Investor
         Interest as of the close of business on such Distribution Date;

                           (xv)     the Principal Funding Account Balance on the Transfer Date;

                           (xvi)    the Accumulation Shortfall;

                           (xvii)   the Principal Funding Investment Proceeds transferred to the Finance Charge
         Account on the related Transfer Date;

                           (xviii)  the Principal Funding Investment Shortfall on the related Transfer Date;

                           (xix)    the amount of Class A Available Funds, Class B Available Funds, Collateral
         Available Funds and Class D Available Funds on deposit in the Finance Charge Account on the related
         Transfer Date; and

                           (xx)     such other items as are set forth in Exhibit C to this Series Supplement.

                  (b)      Annual Certificateholders' Tax Statement.  On or before January 31 of each calendar
year, beginning with calendar year 2001, the Trustee shall distribute to each Person who at any time during the
preceding calendar year was a Series 2000-E Certificateholder, a statement prepared by the Servicer containing
the information required to be contained in the regular monthly report to Series 2000-E Certificateholders, as
set forth in subclauses (i), (ii) and (iii) above, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 2000-E Certificateholder, together with such other customary
information (consistent with the treatment of the Certificates as debt) as the Servicer deems necessary or
desirable to enable the Series 2000-E Certificateholders to prepare their tax returns.  Such obligations of the
Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be
provided by the Trustee pursuant to any requirements of the Internal Revenue Code as from time to time in effect.

                  SECTION 9.        Series 2000-E Pay Out Events.  If any one of the following events shall occur
with respect to the Investor Certificates:

                  (a)      failure on the part of the Transferor (i) to make any payment or deposit required by
the terms of (A) the Agreement or (B) this Series Supplement, on or before the date occurring five days after the
date such payment or deposit is required to be made herein or (ii) duly to observe or perform in any material
respect any covenants or agreements of the Transferor set forth in the Agreement or this Series Supplement
(including, without limitation, the covenant of the Transferor contained in Section 11 of this Series
Supplement), which failure has a material adverse effect on the Series 2000-E Certificateholders (which
determination shall be made without reference to whether any funds are available under the Collateral Interest
and the Class D Certificates) and which continues unremedied for a period of 60 days after the date on which

                                                           53



        


written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the
Trustee, or to the Transferor and the Trustee by the Holders of Investor Certificates evidencing Undivided
Interests aggregating not less than 50% of the Investor Interest of this Series 2000-E, and continues to affect
materially and adversely the interests of the Series 2000-E Certificateholders (which determination shall be made
without reference to whether any funds are available under the Collateral Interest and the Class D Certificates)
for such period;

                  (b)      any representation or warranty made by the Transferor in the Agreement or this Series
Supplement, or any information contained in a computer file or microfiche list required to be delivered by the
Transferor pursuant to Section 2.01 or 2.06, (i) shall prove to have been incorrect in any material respect when
made or when delivered, which 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
Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of Investor Certificates
evidencing Undivided Interests aggregating not less than 50% of the Investor Interest of this Series 2000-E, and
(ii) as a result of which the interests of the Series 2000-E Certificateholders are materially and adversely
affected (which determination shall be made without reference to whether any funds are available under the
Collateral Interest and the Class D Certificates) and continue to be materially and adversely affected for such
period; provided, however, that a Series 2000-E Pay Out Event pursuant to this subsection 9(b) hereof shall not
be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or
all of such Receivables, if applicable, during such period in accordance with the provisions of the Agreement;

                  (c)      the average of the Portfolio Yields for any three consecutive Monthly Periods is less
than the average of the Base Rates for such period;

                  (d)      the Transferor shall fail to convey Receivables arising under Additional Accounts, or
Participations, to the Trust, as required by subsection 2.06(a);

                  (e)      any Servicer Default shall occur which would have a material adverse effect on the
Series 2000-E Certificateholders; or

                  (f)      the Class A Investor Interest, the Class B Investor Interest, or the Collateral
Interest Amount shall not be paid in full on the Scheduled Payment Date; then, in the case of any event described
in subsection 9(a), (b) or (e) hereof, after the applicable grace period set forth in such subparagraphs, if any,
either the Trustee or Holders of Series 2000-E Certificates and the Collateral Interest Holder evidencing
Undivided Interests aggregating not less than 50% of the Investor Interest of this Series 2000-E by notice then
given in writing to the Transferor and the Servicer (and to the Trustee if given by the Certificateholders) may
declare that a pay out event (a "Series 2000-E Pay Out Event") has occurred as of the date of such notice, and in
the case of any event described in subsection 9(c), (d) or (f) hereof, a Series 2000-E Pay Out Event shall occur
without any notice or other action on the part of the Trustee or the Investor Certificateholders immediately upon
the occurrence of such event.


                                                           54



        



                  SECTION 10.       Series 2000-E Termination.  The right of the Investor Certificateholders to
receive payments from the Trust will terminate on the first Business Day following the Series 2000-E Termination
Date.

                  SECTION 11.       Periodic Finance Charges and Other Fees.  The Transferor hereby agrees that,
except as otherwise required by any Requirement of Law, or as is deemed by the Transferor to be necessary in
order for the Transferor to maintain its credit card business, based upon a good faith assessment by the
Transferor, in its sole discretion, of the nature of the competition in the credit card business, it shall not at
any time reduce the Periodic Finance Charges assessed on any Receivable or other fees on any Account if, as a
result of such reduction, the Transferor's reasonable expectation of the Portfolio Yield as of such date would be
less than the then Base Rate.

                  SECTION 12.       Limitations on Addition of Accounts.  The Transferor agrees that it shall not
designate any Additional Accounts pursuant to subsection 2.06(B) unless on or prior to the related Addition Date,
the Transferor shall have provided the Collateral Interest Holder with an Officer's Certificate certifying that
such designation of such Additional Accounts will not, as of the related Addition Date, (a) be reasonably
expected by the Transferor to result in a reduction or withdrawal by the Rating Agency of its rating for the
Investor Certificates or (b) cause a Series 2000-E Pay Out Event.

                  SECTION 13.       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.

                  SECTION 14.       Governing Law; Submission to Jurisdiction; Agent for Service of Process.
This Series Supplement shall be governed by and construed in accordance with the laws of the State of Delaware,
without regard to principles of conflict of laws. The parties hereto declare that it is their intention that this
Series Supplement shall be regarded as made under the laws of the State of Delaware and that the laws of said
State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required.
Each of the parties hereto agrees (a) that this Series Supplement involves at least $100,000.00, And (b) that
this Series Supplement has been entered into by the parties hereto in express reliance upon 6 DEL. C. § 2708.
Each of the parties hereto hereby irrevocably and unconditionally agrees (a) to be subject to the jurisdiction of
the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b)(1) to the
extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and
maintain an agent in the State of Delaware as such party's agent for acceptance of legal process, and (2) that,
to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid
certified mail with a proof of mailing receipt validated by the United States Postal Service constituting
evidence of valid service, and that service made pursuant to (b)(1) or (2) above shall, to the fullest extent
permitted by applicable law, have the same legal force and effect as if served upon such party personally within
the State of Delaware.



                                                           55



        


                  SECTION 15.       Additional Notices.

                  (a)      For so long as the Investor Certificates shall be outstanding, the Transferor agrees
to provide Fitch with the notice provided to each Rating Agency in subsection 2.06(c)(i) and agrees to provide to
Fitch and Standard and Poor's the Opinion of Counsel provided to Moody's pursuant to subsection 2.06(c)(vi), in
each case in the times and the manner provided for in such subsections.

                  (b)      The Transferor shall notify the Collateral Interest Holder promptly after becoming
aware of any Lien on any Receivable other than the conveyances under the Agreement.  The Transferor will notify
the Collateral Interest Holder of any merger, consolidation, assumption or transfer referred to in Section 7.02.

                  SECTION 16.       Additional Representations and Warranties of the Servicer.  FIA Card Services,
National Association, as nitial Servicer, hereby makes, and any SuccessorServicer by its appointment under the
Agreement shall make the following representations and warranties:

                  (a)      All Consents.  All authorizations, consents, orders or approvals of or registrations
or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in
connection with the execution and delivery of this Series Supplement by the Servicer and the performance of the
transactions contemplated by this Series Supplement by the Servicer, have been duly obtained, effected or given
and are in full force and effect.

                  (b)      Rescission or Cancellation.  The Servicer shall not permit any rescission or
cancellation of any Receivable except as ordered by a court of competent jurisdiction or other Governmental
Authority or in accordance with the normal operating procedures of the Servicer.

                  (c)      Receivables Not To Be Evidenced by Promissory Notes.  Except in connection with its
enforcement or collection of an Account, the Servicer will take no action to cause any Receivable to be evidenced
by an instrument (as defined in the UCC as in effect in the State of Delaware).

                  SECTION 17.       No Petition.  The Transferor, the Servicer and the Trustee, by entering into
this Series Supplement and each Certificateholder, by accepting a Series 2000-E Certificate hereby covenant and
agree that they will not at any time institute against the Trust, or join in any institution against the Trust
of, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Investor Certificateholders, the Agreement or this Series Supplement.

                  SECTION 18.       Certain Tax Related Amendments.  In addition to being subject to amendment
pursuant to any other provisions relating to amendments in either the Agreement or this Series Supplement, this
Series Supplement may be amended by the Transferor without the consent of the Servicer, Trustee or any Investor
Certificateholder if the Transferor provides the Trustee with (i) an Opinion of Counsel to the effect that such
amendment or modification would reduce the risk the Trust would be treated as taxable as a publicly traded
partnership pursuant to Code section 7704 and (ii) a certificate that such amendment or modification would not
materially and adversely affect any Investor Certificateholder; provided, that no such amendment

                                                           56



        



shall be deemed effective without the Trustee's consent, if the Trustee's rights, duties and obligations
hereunder are thereby modified. Promptly after the effectiveness of any amendment pursuant to this Section 18,
the Transferor shall deliver a copy of such amendment to each of the Servicer, the Trustee and each Rating
Agency.
                  SECTION 19.       Transfers of the Collateral Interest.

                  (a)      Unless otherwise consented to by the Transferor, no portion of the Collateral Interest
or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or
otherwise transferred (each, a "Transfer") except in accordance with this Section 19 and only to a Permitted
Assignee.  Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant
other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Transferor, no portion of
the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the
Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and
delivered to the Transferor on or before the effective date of any Transfer a letter substantially in the form
attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related
Transfer to such Assignee of all or a portion of the Collateral Interest.

                  (b)      Each Assignee will certify that the Collateral Interest or the interest therein
purchased by such Assignee will be acquired for investment only and not with a view to any public distribution
thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any
interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or
any applicable state or other securities laws.  Each Assignee will acknowledge and agree that (i) it has no right
to require the Transferor to register under the Securities Act or any other securities law the Collateral
Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is
not being made by means of the Prospectus.  Each Assignee will agree with the Transferor that: (a) such Assignee
will deliver to the Transferor on or before the effective date of any Transfer a letter in the form annexed
hereto as Exhibit D (an "Investment Letter"), executed by such Assignee with respect to the purchase by such
Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in
its Investment Letter shall be true and correct as of the date made.

                  (c)      No portion of the Collateral Interest or any interest therein may be Transferred, and
each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA),
including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code)
including individual retirement accounts and Keogh plans, or (c) any other entity whose underlying assets include
"plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. § 2510.3-101 or
otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an
insurance company general account.

                  (d)      This Section 19 shall not apply to the transfer and pledge of the Collateral Interest
on the Closing Date by the Transferor pursuant to the Transfer Agreement or by the

                                                           57



        



MBNA Asset Backed Note Trust (2000-E) to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to
the Indenture (as defined in the Transfer Agreement).

                  SECTION 20. Uncertificated Securities.  The Collateral Interest shall be delivered in
uncertificated form.

                  SECTION 21. Transfers of the Class D Certificate.  The Class D Certificate may not be sold,
participated, transferred, assigned, exchanged or otherwise pledged or conveyed in whole or in part.


                                                           58



        



                  IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have caused this Amended and
Restated Series 2000-E Supplement to be duly executed by their respective officers as of the day and year first
above written.

                                                     FIA CARD SERVICES,
                                                     NATIONAL ASSOCIATION,
                                                     as Servicer


                                                     By:/s/ Keith W. Landis   
                                                          Name:  Keith W. Landis
                                                          Title:   Vice President


                                                     BA CREDIT CARD FUNDING, LLC,
                                                     as Transferor


                                                     By:/s/ Keith W. Landis   
                                                          Name:  Keith W. Landis
                                                          Title:   Vice President


                                                     THE BANK OF NEW YORK MELLON,
                                                     as Trustee


                                                     By:/s/ Catherine Cerilles 
                                                          Name:  Catherine Cerilles
                                                          Title:   Vice President





                               [Signature Page to Amended and Restated Series 1999-J Supplement]




        


                                                                                                        EXHIBIT A-1


                                                FORM OF CERTIFICATE

                                                      CLASS A

                  Unless this Certificate is presented by an authorized representative of The Depository
         Trust Company, a New York corporation ("DTC"), to BA Credit Card Funding, LLC or its agent for
         registration of transfer, exchange or payment, and any certificate issued is registered in the
         name of Cede & Co. or in such other name as requested by an authorized representative of DTC
         (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
         representative of DTC), 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. __                                                                                                  $__________
                                                                                                CUSIP No. _________

                                          BA MASTER CREDIT CARD TRUST II
                                                   CLASS A 7.80%
                                      ASSET BACKED CERTIFICATE, SERIES 2000-E


Evidencing an Undivided Interest in a trust, the corpus of which consists of a portfolio of MasterCard® and VISA®
credit card receivables generated or acquired by FIA Card Services, National Association and other assets and
interests constituting the Trust under the Pooling and Servicing Agreement described below.

                                       (Not an interest in or obligation of
                                      FIA Card Services, National Association
                                            or any Affiliate thereof.)

                  This certifies that CEDE & CO. (the "Class A Certificateholder") is the registered owner of an
Undivided Interest in a trust (the "Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created and arising in connection with selected MasterCard and VISA*
credit card accounts (the "Accounts") of FIA Card Services, National Association, a national banking association
organized under the laws of the United States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on any charged-off Receivables), the right

______________________
*        MasterCard® and Visa® are federally registered servicemarks of MasterCard International Inc. and of Visa
         U.S.A., Inc., respectively.




        


to certain amounts received as Interchange with respect to the Accounts, the benefits of the Collateral Interest
and the other assets and interests constituting the Trust pursuant to a Second Amended and Restated Pooling and
Servicing Agreement dated as of October 20, 2006, as supplemented by the Series 2000-E Supplement dated as of
June 1, 2000 (as amended, supplemented and modified as of the date hereof, collectively, the "Pooling and
Servicing Agreement"), by and among BA Credit Card Funding, LLC (as successor to FIA Card Services, National
Association), as Transferor (the "Transferor"), FIA Card Services, National Association, as Servicer (the
"Servicer"), and The Bank of New York Mellon, as Trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein.  The Series 2000-E Certificates are issued in two classes, the Class A
Certificates (of which this certificate is one) and the Class B Certificates, which are subordinated to the Class
A Certificates in certain rights of payment as described herein and in the Pooling and Servicing Agreement.

                  The Transferor has structured the Pooling and Servicing Agreement and the Series 2000-E
Certificates with the intention that the Series 2000-E Certificates will qualify under applicable tax law as
indebtedness, and each of the Transferor, the Holder of the Transferor Interest, the Servicer and each Series
2000-E Certificateholder (or Series 2000-E Certificate Owner) by acceptance of its Series 2000-E Certificate (or
in the case of a Series 2000-E Certificate Owner, by virtue of such Series 2000-E Certificate Owner's acquisition
of a beneficial interest therein), agrees to treat and to take no action inconsistent with the treatment of the
Series 2000-E Certificates (or any beneficial interest therein) as indebtedness for purposes of federal, state,
local and foreign income or franchise taxes and any other tax imposed on or measured by income.  Each Series
2000-E Certificateholder agrees that it will cause any Series 2000-E Certificate Owner acquiring an interest in a
Series 2000-E Certificate through it to comply with the Pooling and Servicing Agreement as to treatment of the
Series 2000-E Certificates as indebtedness for certain tax purposes.

                  To the extent not defined herein, capitalized terms used herein have the respective meanings
assigned to them in the Pooling and Servicing Agreement.  This Class A Certificate is issued under and is subject
to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing
Agreement, as 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.

                  Although a summary of certain provisions of the Pooling and Servicing Agreement is set forth
below, this Class A Certificate is qualified in its entirety by the terms and provisions of the Pooling and
Servicing Agreement and reference is made to that Pooling and Servicing Agreement for information with respect to
the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee.

                  Interest will accrue on the Class A Certificates at the rate of 7.80% per annum from and
including the Closing Date, as more specifically set forth in the Pooling and Servicing Agreement, and will be
distributed on July 17, 2000 and on the 15th day of each calendar month thereafter, or if such day is not a
Business Day, on the next succeeding Business Day (a "Distribution Date"), to the Class A Certificateholders of
record as of the last Business Day of the calendar month preceding such Distribution Date.  During the Rapid
Amortization Period, in addition to Class A Monthly Interest, Class A Monthly Principal will be distributed to
the Class

                                                           A-1-2



        


A Certificateholders on each Distribution Date commencing in the month following the commencement of
the Rapid Amortization Period until the Class A Certificates have been paid in full.  During the Controlled
Accumulation Period and the Rapid Accumulation Period, in addition to monthly payments of Class A Monthly
Interest, the amount on deposit in the Principal Funding Account (but not in excess of the Class A Investor
Interest) will be distributed as principal to the Class A Certificateholders on the May 2010 Distribution Date,
unless distributed earlier as a result of the commencement of the Rapid Amortization Period in accordance with
the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee, by manual signature, this Class A Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.

                                                           A-1-3



        


                  IN WITNESS WHEREOF, the Transferor has caused this Series 2000-E Class A Certificate to be duly
executed under its official seal.



                                                     By:_______________________________
                                                          Authorized Officer

[Seal]

Attested to:


By:________________________
     Cashier


Date: _________ __, 2000


                                                           A-1-4



        


                                  Form of Trustee's Certificate of Authentication

                                           CERTIFICATE OF AUTHENTICATION


                  This is one of the Series 2000-E Class A Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.


                                                              THE BANK OF NEW YORK MELLON,
                                                                Trustee


                                                              By:_______________________________
                                                                  Authorized Signatory



Date: _________ __, 2000


                                                           A-1-5



        


                                                                                                        EXHIBIT A-2


                                                FORM OF CERTIFICATE

                                                      CLASS B

                  Unless this Certificate is presented by an authorized representative of The Depository
         Trust Company, a New York corporation ("DTC"), to BA Credit Card Funding, LLC or its agent for
         registration of transfer, exchange or payment, and any certificate issued is registered in the
         name of Cede & Co. or in such other name as requested by an authorized representative of DTC
         (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
         representative of DTC), 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. __                                                                                                  $__________
                                                                                                CUSIP No. _________

                                          BA MASTER CREDIT CARD TRUST II
                                                   CLASS B 8.15%
                                      ASSET BACKED CERTIFICATE, SERIES 2000-E


Evidencing an Undivided Interest in a trust, the corpus of which consists of a portfolio of MasterCard® and
VISA®* credit card receivables generated or acquired by FIA Card Services, National Association and other assets
and interests constituting the Trust under the Pooling and Servicing Agreement described below.

                                       (Not an interest in or obligation of
                                      FIA Card Services, National Association
                                            or any Affiliate thereof.)

                  This certifies that CEDE & CO. (the "Class B Certificateholder") is the registered owner of an
Undivided Interest in a trust (the "Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created and arising in connection with selected MasterCard and VISA
credit card accounts (the "Accounts") of FIA Card Services, National Association, a national banking association
organized under the laws of the United States, all monies due or to become due in payment of the Receivables
(including all Finance Charge Receivables but excluding recoveries on any charged-off Receivables), the right to
certain amounts received as Interchange with respect to the Accounts, the benefits of the

______________________
*        MasterCard® and Visa® are federally registered servicemarks of MasterCard International Inc. and of Visa
         U.S.A., Inc., respectively.


                                                           A-2-1



        


Collateral Interest and the other assets and interests constituting the Trust pursuant to a Second Amended and
Restated Pooling and Servicing Agreement dated as of October 20, 2006, as supplemented by the Series 2000-E
Supplement dated as of June 1, 2000 (as amended, supplemented and modified as of the date hereof, collectively,
the "Pooling and Servicing Agreement"), by and among BA Credit Card Funding, LLC (as successor to FIA Card Services,
National Association), as Transferor (the "Transferor"), FIA Card Services, National Association, as Servicer (the
"Servicer"), and The Bank of New York Mellon, as Trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth herein.  The Series 2000-E Certificates are issued in two classes, the Class A
Certificates and the Class B Certificates (of which this certificate is one), which are subordinated to the Class
A Certificates in certain rights of payment as described herein and in the Pooling and Servicing Agreement.

                  The Transferor has structured the Pooling and Servicing Agreement and the Series 2000-E
Certificates with the intention that the Series 2000-E Certificates will qualify under applicable tax law as
indebtedness, and each of the Transferor, the Holder of the Transferor Interest, the Servicer and each Series
2000-E Certificateholder (or Series 2000-E Certificate Owner) by acceptance of its Series 2000-E Certificate (or
in the case of a Series 2000-E Certificate Owner, by virtue of such Series 2000-E Certificate Owner's acquisition
of a beneficial interest therein), agrees to treat and to take no action inconsistent with the treatment of the
Series 2000-E Certificates (or any beneficial interest therein) as indebtedness for purposes of federal, state,
local and foreign income or franchise taxes and any other tax imposed on or measured by income.  Each Series
2000-E Certificateholder agrees that it will cause any Series 2000-E Certificate Owner acquiring an interest in a
Series 2000-E Certificate through it to comply with the Pooling and Servicing Agreement as to treatment of the
Series 2000-E Certificates as indebtedness for certain tax purposes.

                  To the extent not defined herein, capitalized terms used herein have the respective meanings
assigned to them in the Pooling and Servicing Agreement.  This Class B Certificate is issued under and is subject
to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing
Agreement, as 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.

                  Although a summary of certain provisions of the Pooling and Servicing Agreement is set forth
below, this Class B Certificate is qualified in its entirety by the terms and provisions of the Pooling and
Servicing Agreement and reference is made to that Pooling and Servicing Agreement for information with respect to
the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee.

                  Interest will accrue on the Class B Certificates at the rate of 8.15% per annum from and
including the Closing Date, as more specifically set forth in the Pooling and Servicing Agreement, and will be
distributed on July 17, 2000 and on the 15th day of each calendar month thereafter, or if such day is not a
Business Day, on the next succeeding Business Day (a "Distribution Date"), to the Class B Certificateholders of
record as of the last Business Day of the calendar month preceding such Distribution Date.  During the Rapid
Amortization Period, in addition to Class B Monthly Interest, Class B Monthly Principal will be distributed to
the Class B Certificateholders on each Distribution Date commencing in the month on which the Class A

                                                           A-2-2



        


Investor Interest is paid in full.  During the Rapid Accumulation Period after the Principal Funding Account
Balance equals the Class A Investor Interest, in addition to monthly payments of Class B Monthly Interest, the
amount on deposit in the Principal Funding Account in excess of the Class A Investor Interest and in an amount
not to exceed the Class B Investor Interest and Available Investor Principal Collections not required to be
deposited into the Principal Funding Account in respect of the Class A Investor Interest will be distributed as
principal to the Class B Certificateholders.  During the Controlled Accumulation Period following the payment in
full of the Class A Investor Interest, the amount on deposit in the Principal Funding Account in excess of the Class A
Investor Interest and in an amount not to exceed the Class B Investor Interest will be distributed as principal
to the Class B Certificateholders on the May 2010 Distribution Date, unless distributed earlier as a result of
the commencement of the Rapid Amortization Period or the Rapid Accumulation Period in accordance with the Pooling
and Servicing Agreement.

                  Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee, by manual signature, this Class B Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.

                                                           A-2-3



        


                  IN WITNESS WHEREOF, the Transferor has caused this Series 2000-E Class B Certificate to be duly
executed under its official seal.



                                                     By:_______________________________
                                                          Authorized Officer

[Seal]

Attested to:


By:________________________
     Cashier


Date: _________ __, 2000

                                                           A-2-4



        


                                  Form of Trustee's Certificate of Authentication

                                           CERTIFICATE OF AUTHENTICATION


                  This is one of the Series 2000-E Class B Certificates referred to in the within-mentioned
Pooling and Servicing Agreement.


                                                              THE BANK OF NEW YORK MELLON,
                                                                Trustee


                                                              By:_______________________________
                                                                  Authorized Signatory


Date: _________ __, 2000


                                                           A-2-5



        


                                                                                                        EXHIBIT A-3


                                                FORM OF CERTIFICATE

                                                      CLASS D

                                         CLASS D ASSET BACKED CERTIFICATE

                  THIS CLASS D ASSET BACKED CERTIFICATE, SERIES 2000-E (THE "CLASS D CERTIFICATE") HAS NOT BEEN
         AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
         STATE SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CLASS D CERTIFICATE, AGREES THAT IT IS
         ACQUIRING THIS CLASS D CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND NOT WITH
         A VIEW TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF AND THAT NEITHER THIS CLASS D
         CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT IN
         COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY
         STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS.  THE TRANSFER OF THIS
         CLASS D CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN.

                  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THIS CLASS D CERTIFICATE NOR ANY
         INTEREST HEREIN MAY BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN
         ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

No. 1                                                                                                $51,030,000


                                          BA MASTER CREDIT CARD TRUST II
                                                      CLASS D
                                      ASSET BACKED CERTIFICATE, SERIES 2000-E

Evidencing an Undivided Interest in certain assets of the BA Master Credit Card Trust II, the corpus of which
consists of a portfolio of MasterCard®, VISA® and American Express® credit card receivables originated or
acquired by FIA Card Services, National Association and other assets and interests constituting the Trust under
the Pooling and Servicing Agreement described below.

                                                           A-3-1



        


                                       (Not an interest in or obligation of
                                      FIA Card Services, National Association
                                            or any Affiliate thereof.)

                  This certifies that BA Credit Card Funding, LLC (the "Class D Certificateholder") is the
registered owner of an Undivided Interest in a trust (the "Trust"), the corpus of which consists of a portfolio
of receivables (the "Receivables") now existing or hereafter created and arising in connection with selected
MasterCard, VISA and American Express* credit card accounts (the "Accounts") of FIA Card Services, National
Association, a national banking association organized under the laws of the United States, all monies due or to
become due in respect to such Receivables (including all Finance Charge Receivables), all Interchange allocable
to the Trust, all proceeds of such Receivables, Insurance Proceeds and Recoveries relating to such Receivables
and the proceeds thereof, in each case pursuant to a Second Amended and Restated Pooling and Servicing Agreement,
dated as of October 20, 2006, as supplemented by the Series 2000-E Supplement, dated as of June 1, 2000 (as
amended, supplemented and modified as of the date hereof, collectively, the "Pooling and Servicing Agreement"),
by and among BA Credit Card Funding, LLC, as Transferor (the "Transferor"), FIA Card Services, National
Association, as Servicer (the "Servicer"), and The Bank of New York Mellon, as Trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth herein.

                  To the extent not defined herein, capitalized terms used herein have the respective meanings
assigned to them in the Pooling and Servicing Agreement.  This Class D Certificate is issued under and is subject
to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing
Agreement, as amended from time to time, the Class D Certificateholder by virtue of the acceptance hereof assents
and by which the Class D Certificateholder is bound.

                  Although a summary of certain provisions of the Pooling and Servicing Agreement is set forth
below, this Class D Certificate is qualified in its entirety by the terms and provisions of the Pooling and
Servicing Agreement and reference is made to that Pooling and Servicing Agreement for information with respect to
the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee.

                  Beginning on March 13, 2009 and on each Transfer Date thereafter, the Trustee shall distribute
to the Class D Certificateholder of record as of the last Business Day of the calendar month preceding such
Transfer Date such amounts as are payable pursuant to the Pooling and Servicing Agreement and as are requested by
the certificate delivered to the Trustee by the Servicer pursuant to Section 5.01 of the Pooling and Servicing
Agreement.  The Series 2000-E Termination Date is the earliest to occur of (a) the Distribution Date on which
the Investor Interest is paid in full, (b) the October 2012 Distribution Date and (c) the Trust Termination Date.
Principal with respect to the Series 2000-E Certificates will be paid under the circumstances described in the Pooling
and Servicing Agreement.

______________________
*        MasterCard®, VISA® and American Express® are federally registered servicemarks of MasterCard
International Inc., Visa U.S.A., Inc. and American Express Company, respectively.

                                                           A-3-2



        


                  Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee, by manual signature, this Class D Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.

This Class D Certificate shall be governed by and construed in accordance with the laws of the State of Delaware,
without regard to conflict of law principles thereof.

                                                           A-3-3



        


                  IN WITNESS WHEREOF, BA Credit Card Funding, LLC has caused this Class D Asset Backed
Certificate, Series 2000-E to be duly executed under its official seal.



                                                     By:_______________________________
                                                            Authorized Officer
[Seal]




Date:  March 2, 2009

                                                           A-3-4



        


                                  Form of Trustee's Certificate of Authentication

                                           CERTIFICATE OF AUTHENTICATION


                  This is one of the Series 2000-E Certificates referred to in the within-mentioned Pooling and
Servicing Agreement.

                                                     THE BANK OF NEW YORK MELLON,
                                                       Trustee



                                                     By:_______________________________
                                                            Authorized Signatory



Date:  March 2, 2009

                                                           A-3-5



        


                                                                                                          EXHIBIT B


                               FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION
                                                  TO THE TRUSTEE
                                      FIA CARD SERVICES, NATIONAL ASSOCIATION
                                   BA MASTER CREDIT CARD TRUST II SERIES 2000-E
                                     MONTHLY PERIOD ENDING _________ __, ____

Capitalized terms used in this notice have their respective meanings set forth in the Pooling and Servicing
Agreement.  References herein to certain sections and subsections are references to the respective sections and
subsections of the Pooling and Servicing Agreement as supplemented by the Series 2000-E Supplement.  This notice
is delivered pursuant to Section 4.09.

         A)       FIA Card Services, National Association is the Servicer under the Pooling and Servicing
                  Agreement.
         B)       The undersigned is a Servicing Officer.
         C)       The date of this notice is on or before the related Transfer Date under the Pooling and
                  Servicing Agreement.

I.  INSTRUCTION TO MAKE A WITHDRAWAL

Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee (i) to make withdrawals from the Finance
Charge Account, the Principal Account, and the Principal Funding Account on _________ __, ____, which date is a
Transfer Date under the Pooling and Servicing Agreement, in aggregate amounts set forth below in respect of the
following amounts and (ii) to apply the proceeds of such withdrawals in accordance with subsection 3(a) of the
Series 2000-E Supplement and Section 4.09 of the Pooling and Servicing Agreement:

A.       Pursuant to subsection 3(a) of the Series 2000-E Supplement:

                     1.       Servicer Interchange                                 $___________

B.       Pursuant to subsection 4.09(a)(i):

                     1.       Class A Monthly Interest at the Class A
                              Certificate Rate on the Class A Investor Interest    $___________

                     2.       Class A Deficiency Amount                            $___________

                     3.       Class A Additional Interest                          $___________

C.       Pursuant to Subsection 4.09(a)(ii):

                    1.         Net Swap Payment, if any,                           $___________

                               Net Swap Payments due but not paid on
                    2.         any prior Transfer Date                             $___________

                                                           B-1



        


D.       Pursuant to Subsection 4.09(a)(iii):
                     1.       Class A Servicing Fee                                $___________

                     2.       Accrued and unpaid Class A Servicing Fee             $___________

E.       Pursuant to subsection 4.09(a)(iv):

                     1.       Class A Investor Default Amount                      $___________

F.       Pursuant to subsection 4.09(a)(v):

                     1.       Portion of Excess Spread from Class A Available
                              Funds to be allocated and distributed as provided
                              in Section 4.11                                      $___________

G.       Pursuant to subsection 4.09(b)(i):

                     1.       Class B Monthly Interest at the Class B
                              Certificate Rate on the Class B Investor Interest    $___________

                     2.       Class B Deficiency Amount                            $___________

                     3.       Class B Additional Interest                          $___________

H.       Pursuant to subsection 4.09(b)(ii):

                     1.       Class B Servicing Fee                                $___________

                     2.       Accrued and unpaid Class B Servicing Fee             $___________

I.       Pursuant to subsection 4.09(b)(iii):

                     1.       Portion of Excess Spread from Class B Available
                              Funds to be allocated and distributed as provided
                              in Section 4.11                                      $___________

J.       Pursuant to subsection 4.09(c)(i):

                     1.       Collateral Interest Servicing Fee, if applicable     $___________

                     2.       Accrued and unpaid Collateral Interest Servicing
                              Fee, if applicable                                   $___________

K.       Pursuant to subsection 4.09(c)(ii):

                     1.       Portion of Excess Spread from Collateral Available
                              Funds to be allocated and distributed as provided
                              in Section 4.11                                      $___________

                              Total                                                $___________

                                                           B-2



        


L.       Pursuant to subsection 4.09(e)(i):

                     1.       Amount to be treated as Shared Principal             $___________
                              Collections

M.       Pursuant to subsection 4.09(e)(ii):

                     1.       Amount to be paid to the Holder of the Transferor    $___________
                              Interest

                     2.       Unallocated Principal Collections                    $___________

N.       Pursuant to subsection 4.09(f)(i):

                     1.       Class A Monthly Principal                            $___________

O.       Pursuant to subsection 4.09(f)(ii):

                     1.       Class B Monthly Principal                            $___________

P.       Pursuant to subsection 4.09(f)(iii):

                     1.       Collateral Monthly Principal to be distributed to    $___________
                              the Collateral Interest Holder in accordance with
                              subsection 5.01(c)

Q.       Pursuant to subsection 4.09(f)(iv):

                     1.       Amount to be treated as Shared Principal             $___________
                              Collections

R.       Pursuant to subsection 4.09(f)(v):

                     1.       Amount to be paid to the Holder of the Transferor    $___________
                              Interest

                     2.       Unallocated Principal Collections                    $___________

                              Total                                                $___________

S.       Pursuant to subsection 4.09(g):

                     1.       Amount to be withdrawn from the Principal Funding
                              Account and deposited into the Distribution Account  $___________

                                                           B-3



        


II.                  INSTRUCTION TO MAKE CERTAIN PAYMENTS

Pursuant to Section 4.09, the Servicer does hereby instruct the Trustee to pay in accordance with Section
5.01 from the Distribution Account on _________ __, ____, which date is a Distribution Date under the
Pooling and Servicing Agreement, amounts so deposited in the Distribution Account pursuant to Section
4.09 as set forth below:

A.       Pursuant to subsection 4.09(h);

                     1.       Amount to be distributed to Class A
                              Certificateholders                                   $___________

                     2.       Amount to be distributed to Class B
                              Certificateholders                                   $___________

B.       Pursuant to subsection 4.09(i)(i):

                     1.       Amount to be distributed to the Class A
                              Certificateholders                                   $___________

C.       Pursuant to subsection 4.09(i)(ii):

                     1.       Amount to be distributed to the Class B
                              Certificateholders                                   $___________

II.                  APPLICATION OF EXCESS SPREAD

Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to apply the Excess Spread with
respect to the related Monthly Period and to make the following distributions in the following priority:

A.                   The amount equal to the Class A Required Amount, if any,
                     which will be used to fund the Class A Required Amount and
                     be applied in accordance with, and in the priority set
                     forth in, subsection 4.09(a)                                  $___________

B.                   The amount equal to the aggregate amount of Class A
                     Investor Charge-Offs which have not been previously
                     reimbursed (after giving effect to the allocation on such
                     Transfer Date of certain other amounts applied for that
                     purpose) which will be treated as a portion of Investor
                     Principal Collections and deposited into the Principal
                     Account on such Transfer Date                                 $___________

                                                                B-4



        


C.                   The amount equal to the Class B Required Amount, if any,
                     which will be used to fund the Class B Required Amount and
                     be applied first in accordance with, and in the priority
                     set forth in, subsection 4.09(b) and then any amount
                     available to pay the Class B Investor Default Amount shall
                     be treated as a portion of Investor Principal Collections
                     and deposited into the Principal Account                      $___________

D.                   The amount equal to the aggregate amount by which the Class
                     B Investor Interest has been reduced below the initial
                     Class B Investor Interest for reasons other than the
                     payment of principal to the Class B Certificateholders (but
                     not in excess of the aggregate amount of such reductions
                     which have not been previously reimbursed) which will be
                     treated as a portion of Investor Principal Collections and
                     deposited into the Principal Account                          $___________

E.                   The amount equal to the Collateral Minimum Monthly Interest
                     plus the amount of any past due Collateral Minimum Monthly
                     Interest which will be paid to the Collateral Interest
                     Holder for application in accordance with subsection 5.01(c)  $___________

F.                   The amount equal to the aggregate amount of accrued but
                     unpaid Collateral Interest Servicing Fees which will be
                     paid to the Servicer if FIA or The Bank of New York Mellon
                     is the Servicer                                               $___________

G.                   The amount equal to the Collateral Default Amount, if any,
                     for the prior Monthly Period which will be treated as a
                     portion of Investor Principal Collections and deposited
                     into the Principal Account                                    $___________

H.                   The amount equal to the aggregate amount by which the
                     Collateral Interest Amount has been reduced for reasons
                     other than the payment of amounts with respect to the
                     Collateral Monthly Principal (but not in excess of the
                     aggregate amount of such reductions which have not been
                     previously reimbursed) which will be treated as a portion
                     of Investor Principal Collections and deposited into the
                     Principal Account                                             $___________

                                                           B-5



        


I.                   On each Transfer Date from and after the Reserve Account
                     Funding Date, but prior to the date on which the Reserve
                     Account terminates as described in subsection 4.15(f), the
                     amount up to the excess, if any, of the Required Reserve
                     Account Amount over the Available Reserve Account Amount
                     which shall be deposited into the Reserve Account             $___________

J.                   The balance, if any, after giving effect to the payments
                     made pursuant to subparagraphs (a) through (i) above which
                     shall be deposited into the Distribution Account and
                     distributed to the Collateral Interest Holder in accordance
                     with subsection 5.01(c)                                       $___________

III.                 REALLOCATED PRINCIPAL COLLECTIONS

Pursuant to Section 4.12, the Servicer does hereby instruct the Trustee to withdraw from the Principal
Account and apply Reallocated Principal Collections pursuant to Section 4.12 with respect to the related
Monthly Period in the following amounts:

A.       Reallocated Collateral Principal Receivables                              $___________

B.       Reallocated Class B Principal Receivables                                 $___________

IV.                  ACCRUED AND UNPAID AMOUNTS

After giving effect to the withdrawals and transfers to be made in accordance with this notice, the
following amounts will be accrued and unpaid with respect to all Monthly Periods preceding the current
calendar month

A.  Subsections 4.09(a)(i) and (b)(i):
            (1)       The aggregate amount of the Class A Deficiency Amount          $___________

            (2)       The aggregate amount of the Class B Deficiency Amount          $___________

B.  Subsections 4.09(a)(iii) and (b)(ii):

            The aggregate amount of all accrued and unpaid Investor Monthly
            Servicing Fees                                                           $___________

C.  Section 4.10:

            The aggregate amount of all unreimbursed Investor Charge Offs            $___________

                                                           B-6



        


                  IN WITNESS WHEREOF, the undersigned has duly executed this certificate this __th day of
__________, ____.

                                                     FIA CARD SERVICES,
                                                       NATIONAL ASSOCIATION,
                                                       Servicer


                                                     By:_________________________
                                                          Name:
                                                          Title:

                                                           B-7



        


                                                                                                          EXHIBIT C


                            FORM OF MONTHLY SERIES 2000-E CERTIFICATEHOLDERS' STATEMENT

                                                   Series 2000-E

                                      FIA CARD SERVICES, NATIONAL ASSOCIATION

                                   _____________________________________________


                                          BA MASTER CREDIT CARD TRUST II

                                   _____________________________________________

         The information which is required to be prepared with respect to the distribution date of ______ __,
____  and with respect to the performance of the Trust during the related Monthly Period.

         Capitalized terms used in this Statement have their respective meanings set forth in the Pooling and
Servicing Agreement.

A.         Information Regarding the Current Monthly Distribution (Stated on the Basis of $1,000 Original
           Certificate Principal Amount)

           1.      The amount of the current monthly distribution in respect of Class A
                   Monthly Principal.....................................................   $__________

           2.      The amount of the current monthly distribution in respect of Class B
                   Monthly Principal.....................................................   $__________

           3.      The amount of the current monthly distribution in respect of
                   Collateral Monthly Principal..........................................   $__________

           4.      The amount of the current monthly distribution in respect of Class A
                   Monthly Interest .....................................................   $__________

           5.      The amount of the current monthly distribution in respect of Class A
                   Deficiency Amounts....................................................   $__________

           6.      The amount of the current monthly distribution in respect of Class A
                   Additional Interest...................................................   $__________

           7.      The amount of the current monthly distribution in respect of Class B
                   Monthly Interest......................................................   $__________

           8.      The amount of the current monthly distribution in respect of Class B
                   Deficiency Amounts....................................................   $__________

                                                           C-1



        


           9.      The amount of the current monthly distribution in respect of Class B
                   Additional Interest...................................................   $__________

           10.     The amount of the current monthly distribution in respect of
                   Collateral Minimum Monthly Interest...................................   $__________

           11.     The amount of the current monthly distribution in respect of any
                   accrued and unpaid Collateral Minimum Monthly Interest................   $__________

B.         Information Regarding the Performance of the Trust

           1.      Collection of Principal Receivables

                   (a)       The aggregate amount of Collections of Principal Receivables
                             processed during the related Monthly Period which were
                             allocated in respect of the Class A Certificates.............  $__________

                   (b)       The aggregate amount of Collections of Principal Receivables
                             processed during the related Monthly Period which were

                             allocated in respect of the Class B Certificates.............  $__________
                   (c)       The aggregate amount of Collections of Principal Receivables
                             processed during the related Monthly Period which were
                             allocated in respect of the Collateral Interest..............  $__________

           2.      Principal Receivables in the Trust

                   (a)       The aggregate amount of Principal Receivables in the Trust
                             as of the end of the day on the last day of the related
                             Monthly Period...............................................  $__________

                   (b)       The amount of Principal Receivables in the Trust represented
                             by the Investor Interest of Series 2000-E as of the end of
                             the day on the last day of the related Monthly Period .......  $__________

                   (c)       The amount of Principal Receivables in the Trust represented
                             by the Series 2000-E Adjusted Investor Interest as of the
                             end of the day on the last day of the related Monthly Period.  $__________

                   (d)       The amount of Principal Receivables in the Trust represented
                             by the Class A Investor Interest as of the end of the day on
                             the last day of the related Monthly Period...................  $__________

                                                           C-2



        


                   (e)       The amount of Principal Receivables in the Trust represented
                             by the Class A Adjusted Investor Interest as of the end of
                             the day on the last day of the related Monthly Period .......  $__________

                   (f)       The amount of Principal Receivables in the Trust represented
                             by the Class B Investor Interest as of the end of the day on
                             the last day of the related Monthly Period ..................  $__________

                   (g)       The amount of Principal Receivables in the Trust represented
                             by the Class B Adjusted Investor Interest as of the end of
                             the day on the last day of the related Monthly Period........  $__________

                   (h)       The amount of Principal Receivables in the Trust represented
                             by the Collateral Interest Amount as of the end of the day
                             on the last day of the related Monthly Period................  $__________

                   (i)       The amount of Principal Receivables in the Trust represented
                             by the Collateral Interest Adjusted Amount as of the end of
                             the day on the last day of the related Monthly Period........  $__________

                   (j)       The Floating Investor Percentage with respect to the related
                             Monthly Period ..............................................  ____%

                   (k)       The Class A Floating Allocation with respect to the related
                             Monthly Period...............................................  ____%

                   (l)       The Class B Floating Allocation with respect to the related
                             Monthly Period...............................................  ____%

                   (m)       The Collateral Floating Allocation with respect to the
                             related Monthly Period.......................................  ____%

                   (n)       The Fixed Investor Percentage with respect to the related
                             Monthly Period...............................................  ____%

                   (o)       The Class A Fixed Allocation with respect to the related
                             Monthly Period...............................................  ____%

                   (p)       The Class B Fixed Allocation with respect to the related
                             Monthly Period ..............................................  ____%

                   (q)       The Collateral Fixed Allocation with respect to the related
                             Monthly Period...............................................  ____%

                                                           C-3



        


           3.      Delinquent Balances

                   The aggregate amount of outstanding balances in the Accounts which were delinquent as of the
                   end of the day on the last day of the related Monthly Period:

                                                      Aggregate                             Percentage
                                                       Account                               of Total
                                                       Balance                              Receivables

                  (a)       30 — 59 days:..........................  $__________                     ____%
                  (b)       60 — 89 days:..........................  $__________                     ____%
                  (c)       90 — 119 days:.........................  $__________                     ____%
                  (d)      120 — 149 days:.........................  $__________                     ____%
                  (e)      150 — or more days:.....................  $__________                     ____%
                                                             Total:  $__________                     ____%

           4.      Investor Default Amount

                   (a)      The Aggregate Investor Default Amount for the related

                            Monthly Period........................................   $__________
                   (b)      The Class A Investor Default Amount for the related
                            Monthly Period........................................   $__________

                   (c)      The Class B Investor Default Amount for the related
                            Monthly Period........................................   $__________

                   (d)      The Collateral Default Amount for the related Monthly
                            Period................................................   $__________

           5.      Investor Charge Offs

                   (a)      The aggregate amount of Class A Investor Charge Offs
                            for the related Monthly Period........................   $__________

                   (b)      The aggregate amount of Class A Investor Charge Offs
                            set forth in 5(a) above per $1,000 of original
                            certificate principal amount..........................   $__________

                   (c)      The aggregate amount of Class B Investor Charge Offs
                            for the related Monthly Period........................   $__________

                   (d)      The aggregate amount of Class B Investor Charge Offset
                            forth in 5(c) above per $1,000 of original certificate
                            principal amount......................................   $__________

                   (e)      The aggregate amount of Collateral Charge Offs for the
                            related Monthly Period................................   $__________

                                                           C-4



        


                   (f)      The aggregate amount of Collateral Charge Offs set
                            forth in 5(e) above per $1,000 of original certificate
                            principal amount......................................   $__________

                   (g)      The aggregate amount of Class A Investor Charge Offs
                            reimbursed on the Transfer Date immediately preceding
                            this Distribution Date................................   $__________

                   (h)      The aggregate amount of Class A Investor Charge Offs
                            set forth in 5(g) above per $1,000 original
                            certificate principal amount reimbursed on the
                            Transfer Date immediately preceding this Distribution
                            Date..................................................   $__________

                   (i)      The aggregate amount of Class B Investor Charge Offs
                            reimbursed on the Transfer Date immediately preceding
                            this Distribution Date................................   $__________

                   (j)      The aggregate amount of Class B Investor Charge Offs
                            set forth in 5(i) above per $1,000 original
                            certificate principal amount reimbursed on the
                            Transfer Date immediately preceding this Distribution
                            Date..................................................   $__________

                   (k)      The aggregate amount of Collateral Charge Offs
                            reimbursed on the Transfer Date immediately preceding
                            this Distribution Date................................   $__________

                   (l)      The aggregate amount of Collateral Charge Offs set
                            forth in 5(k) above per $1,000 original certificate
                            principal amount reimbursed on the Transfer Date
                            immediately preceding Distribution Date...............   $__________

           6.      Investor Servicing Fee

                   (a)      The amount of the Class A Servicing Fee payable by the
                            Trust to the Servicer for the related Monthly Period..   $__________

                   (b)      The amount of the Class B Servicing Fee payable by the
                            Trust to the Servicer for the related Monthly Period..   $__________

                   (c)      The amount of the Collateral Servicing Fee payable by
                            the Trust to the Servicer for the related Monthly
                            Period................................................   $__________

                   (d)      The amount of Servicer Interchange payable by the
                            Trust to the Servicer for the related Monthly Period..   $__________

                                                           C-5



        


           7.       Reallocations

                   (a)      The amount of Reallocated Collateral Principal
                            Collections with respect to this Distribution Date....   $__________

                   (b)      The amount of Reallocated Class B Principal
                            Collections with respect to this Distribution Date....   $__________

                   (c)      The Collateral Interest Amount as of the close of
                            business on this Distribution Date....................   $__________

                   (d)      The Collateral Interest Adjusted Amount as of the
                            close of business on this Distribution Date...........   $__________

                   (e)      The Class B Investor Interest as of the close of
                            business on this Distribution Date....................   $__________

                   (f)      The Class B Adjusted Investor Interest as of the close
                            of business on this Distribution Date.................   $__________

                   (g)      The Class A Investor Interest as of the close of
                            business on this Distribution Date....................   $__________

                   (h)      The Class A Adjusted Investor Interest as of the close
                            of business on this Distribution Date.................   $__________

           8.       Collection of Finance Charge Receivables

                   (a)      The aggregate amount of Collections of Finance Charge
                            Receivables and Annual Membership Fees processed
                            during the related Monthly Period which were allocated
                            in respect of the Class A Certificates................   $__________

                   (b)      The aggregate amount of Collections of Finance Charge
                            Receivables and Annual Membership Fees processed
                            during the related Monthly Period which were allocated
                            in respect of the Class B Certificates................   $_________

                   (c)      The aggregate amount of Collections of Finance Charge
                            Receivables and Annual Membership Fees processed
                            during the related Monthly Period which were allocated
                            in respect of the Collateral Interest.................   $__________

                                                           C-6



        


           9.       Principal Funding Account

                   (a)      The principal amount on deposit in the Principal
                            Funding Account on the related Transfer Date..........   $__________

                   (b)      The Accumulation Shortfall with respect to the related
                            Monthly Period........................................   $__________

                   (c)      The Principal Funding Investment Proceeds deposited in
                            the Finance Charge Account on the related Transfer
                            Date to be treated as Class A Available Funds.........   $__________

                   (d)      The Principal Funding Investment Proceeds deposited in
                            the Finance Charge Account on the related Transfer
                            Date to be treated as Class B Available Funds.........   $__________

           10.      Reserve Account

                   (a)      The Reserve Draw Amount on the related Transfer Date..   $__________

                   (b)      The amount of the Reserve Draw Amount deposited in the
                            Finance Charge Account on the related Transfer Date to
                            be treated as Class A Available Funds.................   $__________

                   (c)      The amount of the Reserve Draw Amount deposited in the
                            Finance Charge Account on the related Transfer Date to
                            be treated as Class B Available Funds.................   $__________

           11.      Swap Reserve Fund

                   (a)      The Swap Reserve Draw Amount on the related Transfer
                            Date...................................................  $__________

                   (b)      The amount of the Swap Reserve Draw Amount deposited
                            in the Finance Charge Account on the related Transfer
                            Date to be treated as Class A Available Funds..........  $__________

           12.      Swap Cash Flows

                   (a)      The amount of the Net Swap Receipt for the related
                            Transfer Date..........................................  $__________

                   (b)      The amount of the Net Swap Payment for the related
                            Transfer Date..........................................  $__________

                                                           C-7



        


           13.     Available Funds

                   (a)      The amount of Class A Available Funds on deposit in
                            the Finance Charge Account on the related Transfer Date  $__________

                   (b)      The amount of Class B Available Funds on deposit in
                            the Finance Charge Account on the related Transfer Date  $__________

                   (c)      The amount of Collateral Available Funds on deposit in
                            the Finance Charge Account on the related Transfer Date  $__________

           14.     Portfolio Yield

                   (a)      The Portfolio Yield for the related Monthly Period....   ____%

                   (b)      The Portfolio Adjusted
                            Yield for the related
                            Monthly Period........................................   ____%

C.       Information Regarding the Status of the Interest Rate Swap and the Swap Counterparty

           1.      Has the Interest Reserve Account been established?                __________

           2.      Has the Interest Reserve Account been funded?                     __________

           3.      The aggregate amount of funds withdrawn from the Interest
                   Reserve Account, if any                                           $__________

           4.      How many funds withdrawn from the Interest Reserve Account were
                   utilized                                                          __________

           5.      Has the Interest Rate Swap been terminated?                       __________


                                                     FIA CARD SERVICES,
                                                       NATIONAL ASSOCIATION,
                                                       Servicer


                                                     By:_________________________
                                                           Name:
                                                           Title:


                                                           C-8



        


                                                                                                          EXHIBIT D

                                             FORM OF INVESTMENT LETTER

                                                      [Date]


         Re       BA Master Credit Card Trust II;
                  Purchases of Series 2000-E Collateral Interest

Ladies and Gentlemen:

                  This letter (the "Investment Letter") is delivered by the undersigned (the "Purchaser")
pursuant to Section 19 of the Amended and Restated Series 2000-E Supplement dated as of March 2, 2009 (the
"Series Supplement") to the Second Amended and Restated Pooling and Servicing Agreement dated as of October 20,
2006 (as amended and supplemented, the "Agreement"), each among The Bank of New York Mellon, as Trustee, BA
Credit Card Funding, LLC, as Transferor, and FIA Card Services, National Association, as Servicer.  Capitalized
terms used herein without definition shall have the meanings set forth in the Agreement.  The Purchaser
represents to and agrees with the Transferor as follows:

                  (a)      The Purchaser has such knowledge and experience in financial and business matters as
         to be capable of evaluating the merits and risks of its investment in the Collateral Interest and is
         able to bear the economic risk of such investment.

                  (b)      The Purchaser is an "accredited investor", as defined in Rule 501, promulgated by the
         Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the
         "Securities Act"), or is a sophisticated institutional investor.  The Purchaser understands that the
         offering and sale of the Collateral Interest has not been and will not be registered under the
         Securities Act and has not and will not be registered or qualified under any applicable "Blue Sky" law,
         and that the offering and sale of the Collateral Interest has not been reviewed by, passed on or
         submitted to any federal or state agency or commission, securities exchange or other regulatory body.

                  (c)      The Purchaser is acquiring an interest in the Collateral Interest without a view to
         any distribution, resale or other transfer thereof except, with respect to any Collateral Interest or
         any interest or participation therein, as contemplated in the following sentence.  The Purchaser will
         not resell or otherwise transfer any interest or participation in the Collateral Interest, except in
         accordance with Section 19 of the Series Supplement and (i) in a transaction exempt from the
         registration requirements of the Securities Act of 1933, as amended, and applicable state securities or
         "blue sky" laws; (ii) to the Transferor or any affiliate of the Transferor; or (iii) to a person who the
         Purchaser reasonably believes is a qualified institutional buyer (within the meaning thereof in
         Rule 144A under the Securities Act) that is aware that the resale or other transfer is being made in
         reliance upon Rule 144A.  In connection therewith, the Purchaser hereby agrees that it will not resell
         or otherwise transfer the Collateral Interest

                                                           D-1



        


         or any interest therein unless the purchaser thereof provides to the addressee hereof a letter
         substantially in the form hereof.

                  (d)      No portion of the Collateral Interest or any interest therein may be Transferred, and
         each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of
         ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1)
         of the Code) including individual retirement accounts and Keogh plans, or (c) any other entity whose
         underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section
         2510.3-101, 29 C.F.R. § 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the
         entity, including, without limitation, an insurance company general account.

                  (e)      This Investment Letter has been duly executed and delivered and constitutes the legal,
         valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its
         terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
         moratorium or similar laws or equitable principles affecting the enforcement of creditors' rights
         generally and general principles of equity.

                                                                   Very truly yours,

                                                                   [NAME OF PURCHASER]


                                                                   By:___________________________
                                                                      Name:
                                                                      Title:
AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:

FIA CARD SERVICES,
  NATIONAL ASSOCIATION,
  as Servicer


By:_______________________
   Name:
   Title:


                                                           D-2



        


                                                                                              SCHEDULE TO EXHIBIT C


                                    SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
                                     MONTHLY PERIOD ENDING _________ __, ____
                                      FIA CARD SERVICES, NATIONAL ASSOCIATION
                                   BA MASTER CREDIT CARD TRUST II SERIES 2000-E


1.                 The aggregate amount of the Investor Percentage of Collections of
                   Principal Receivables.................................................   $__________

2.                 The aggregate amount of the Investor Percentage of Collections of
                   Finance Charge Receivables (excluding Interchange and amounts with
                   respect to Annual Membership Fees)....................................   $__________

3.                 The aggregate amount of the Investor Percentage of amounts with
                   respect to Annual Membership Fees ....................................   $__________

4.                 The aggregate amount of the Investor Percentage of Interchange........   $__________

5.                 The aggregate amount of Servicer Interchange..........................   $__________

6.                 The aggregate amount of funds on deposit in Finance Charge Account
                   allocable to the Series 2000-E  Certificates .........................   $__________

7.                 The aggregate amount of funds on deposit in the Principal Account
                   allocable to the Series 2000-E Certificates ..........................   $__________

8.                 The aggregate amount of funds on deposit in the Principal Funding
                   Account allocable to the Series 2000-E Certificates ..................   $___________

9.                 The aggregate amount to be withdrawn from the Finance Charge Account
                   pursuant to Section 4.11 and distributed to the Collateral Interest
                   Holder in accordance with subsection 5.01(c) .........................   $__________

10.                The amount of Monthly Interest, Deficiency Amounts and Additional
                   Interest, if applicable, payable to the

                   (i) Class A Certificateholders .......................................   $__________

                   (ii) Class B Certificateholders.......................................   $__________

                   (iii) Collateral Interest Holder .....................................   $__________




        


11.                The amount of principal payable to the

                   (i) Class A  Certificateholders......................................    $___________

                   (ii) Class B Certificateholders.......................................   $___________

                   (iii) Collateral Interest Holder .....................................   $___________

12.                The sum of all amounts payable to the

                   (i) Class A Certificateholders........................................   $___________

                   (ii) Class B Certificateholders  .....................................   $___________

                   (iii) Collateral Interest Holder .....................................   $___________

13.                To the knowledge of the undersigned, no Series 2000-E Pay Out Event or
                   Trust Pay Out Event has occurred except as described below:

                             None


                  IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this __th
day of __________, ____.


                                                     FIA CARD SERVICES,
                                                       NATIONAL ASSOCIATION,
                                                       as Servicer


                                                     By:_________________________
                                                          Name:
                                                          Title:


                                                           2