<PAGE>

                                          EXHIBIT 4.1 - SERIES 2003-2 SUPPLEMENT

                                                                [EXECUTION COPY]

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                                   ----------

                            SERIES 2003-2 SUPPLEMENT
                           Dated as of April 25, 2003

                                       TO

                              AMENDED AND RESTATED
                     MASTER POOLING AND SERVICING AGREEMENT
                          Dated as of December 31, 2001

                                   ----------

                        TYLER INTERNATIONAL FUNDING, INC.
                                   Transferor

                       FIRST NORTH AMERICAN NATIONAL BANK
                                    Servicer

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                                     Trustee

                       on behalf of the Certificateholders

                                   ----------

                                  $500,000,000
                      CIRCUIT CITY CREDIT CARD MASTER TRUST
                                  SERIES 2003-2

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                                TABLE OF CONTENTS

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<S>                                                                                                             <C>
Section 1         Designation....................................................................................1
Section 2         Definitions....................................................................................1
Section 3         Minimum Transferor Interest Percentage and Minimum Aggregate
                  Principal Receivables.........................................................................24
Section 4         Reassignment and Transfer Terms...............................................................24
Section 5         Delivery and Payment for the Certificates.....................................................24
Section 6         Form of Delivery of the Series 2003-2 Certificates............................................24
Section 7         Servicing Compensation........................................................................24
Section 8         Article IV of the Agreement...................................................................25

                                                           ARTICLE IV
                                        RIGHTS OF SERIES 2003-2 CERTIFICATEHOLDERS AND
                                          ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.2       Collections and Allocations...................................................................25
Section 4.3       Determination of Monthly Interest.............................................................27
Section 4.3A      Determination of LIBOR........................................................................29
Section 4.4       Determination of Monthly Principal............................................................29
Section 4.5       Required Amount...............................................................................30
Section 4.6       Application of Class A Available Funds, Class B Available Funds,
                  CTO Available Funds, Class D Available Funds and Collections of
                  Principal Receivables.........................................................................32
Section 4.7       Defaulted Amounts; Adjustment Amounts, Investor Charge Offs;
                  Reductions of Adjustment Amounts..............................................................36
Section 4.8       Excess Spread; Shared Excess Finance Charge Collections.......................................39
Section 4.9       Subordinated Principal Collections............................................................41
Section 4.10      Principal Shortfall...........................................................................41
Section 4.11      Finance Charge Shortfall......................................................................42
Section 4.12      Spread Account................................................................................42
Section 4.13      Principal Funding Account.....................................................................44
Section 4.14      Reserve Account...............................................................................45
Section 4.15      Postponement of Accumulation Period...........................................................47
Section 4.16      Suspension of Accumulation Period.............................................................47

Section 9         Article V of the Agreement....................................................................49

                                                           ARTICLE V
                                       DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS

Section 5.1       Distributions.................................................................................49
Section 5.2       Statements to Series 2003-2 Certificateholders................................................50
</TABLE>

                                        i

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<TABLE>
<S>                                                                                                             <C>
Section 10        Early Amortization Events.....................................................................52
Section 11        CTO Defaults..................................................................................53
Section 12        Restrictions on Transfer......................................................................54
Section 13        Tax Characterization of the Collateralized Trust Obligations and the
                  Class D Certificates..........................................................................59
Section 14        Ratification of Master Pooling and Servicing Agreement........................................60
Section 15        Counterparts..................................................................................60
Section 16        Governing Law.................................................................................60
Section 17        Subordination of Certain Termination Payments.................................................60
Section 18        Paired Series.................................................................................60

Exhibit A         Form of Class A Certificate
Exhibit B         Form of Class B Certificate
Exhibit C         Form of Collateralized Trust Obligation
Exhibit D         Form of Class D Certificate
Exhibit E         Form of Monthly Servicer's Certificate
Exhibit F         Form of Monthly Certificateholder's Statement
Exhibit G         Form of Transfer Certification (Restricted Certificates)
Exhibit H         Form of Transfer Certification (Class D Certificates)
</TABLE>

                                       ii

<PAGE>

                SERIES 2003-2 SUPPLEMENT, dated as of April 25, 2003, among
TYLER INTERNATIONAL FUNDING, INC., a Delaware corporation ("Tyler Funding"), as
Transferor, FIRST NORTH AMERICAN NATIONAL BANK, a national banking association
("FNANB"), as Servicer, and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known
as Bankers Trust Company), a New York banking corporation ("Deutsche Bank"), as
Trustee.

                             PRELIMINARY STATEMENTS

                WHEREAS, Tyler Funding, as Transferor, FNANB, as Transferor
under the Prior Agreement (as defined therein) and as Servicer, and Deutsche
Bank, as Trustee, are parties to an Amended and Restated Master Pooling and
Servicing Agreement dated as of December 31, 2001, as amended (the "Agreement");

                WHEREAS, Section 6.9 provides, among other things, that Tyler
Funding and Deutsche Bank may at any time and from time to time enter into one
or more supplements to the Agreement for the purpose of authorizing the issuance
of one or more new Series of Investor Certificates; and

                WHEREAS, Tyler Funding and FNANB are entering into this Series
Supplement with Deutsche Bank to provide for the issuance of a new Series of
Investor Certificates;

                NOW, THEREFORE, in consideration of the mutual agreements
contained herein, Tyler Funding, FNANB and Deutsche Bank hereby agree as
follows:

                Section 1         Designation. The Investor Certificates issued
hereunder shall be designated generally as the Series 2003-2 Certificates. The
Series 2003-2 Certificates shall be one of the Series of Investor Certificates
in Group One and shall be a Principal Sharing Series. The Series 2003-2
Certificates shall be issued initially in four certificated Classes, which
Classes shall be designated generally as the Class A Floating Rate Asset Backed
Certificates, Series 2003-2, the Class B Floating Rate Asset Backed
Certificates, Series 2003-2, the Collateralized Trust Obligations, Series
2003-2, and the Class D Floating Rate Asset Backed Certificates, Series 2003-2.
The first Distribution Date with respect to Series 2003-2 shall be the June 2003
Distribution Date. In the event that any term or provision contained herein
shall conflict with or be inconsistent with any term or provision contained in
the Agreement, the terms and provisions of this Series Supplement shall govern.
Notwithstanding the foregoing, the provisions of Section 6.9(b) with respect to
the delivery of an Opinion of Counsel to the effect that a newly issued Series
of Investor Certificates will be characterized as either indebtedness or an
interest in a partnership (that is not taxable as a corporation) under existing
law for Federal income tax purposes shall not be applicable to the Class D
Certificates.

                Section 2         Definitions. All capitalized terms not
otherwise defined herein are defined in the Agreement. All Article, Section or
subsection references herein shall mean Articles, Sections or subsections of the
Agreement, except as otherwise provided herein. Unless otherwise stated herein,
as the context otherwise requires or if such term is otherwise defined in the
Agreement, each capitalized term used or defined herein shall relate only to the
Series 2003-2 Certificates and to no other Series of Certificates issued by the
Trust. The following words and

<PAGE>

phrases shall have the following meanings with respect to the Series 2003-2
Certificates and the definitions of such terms are applicable to the singular as
well as the plural form of such terms and to the masculine as well as the
feminine and neuter genders of such terms:

                "Accumulation Period" shall mean, unless an Early Amortization
Event with respect to Series 2003-2 shall have occurred prior thereto, the
period commencing at the close of business on the last day of the March 2005
Collection Period, or such later date as shall be determined in accordance with
Section 4.15 or Section 4.16, and ending on the first to occur of (a) the
commencement of the Early Amortization Period and (b) the payment in full of the
Class A Certificates, the Class B Certificates, the Collateralized Trust
Obligations and the Class D Certificates.

                "Accumulation Period Factor" shall mean, for each Collection
Period, a fraction, the numerator of which is equal to the sum of the initial
invested amounts (or other corresponding amounts) of all outstanding Series and
the denominator of which is equal to the sum of (a) the Initial Invested Amount,
(b) the initial invested amounts (or other corresponding amounts) of all
outstanding Series (other than Series 2003-2) which are not expected to be in
their revolving periods during such Collection Period and (c) the initial
invested amounts (or other corresponding amounts) of all outstanding Series
(other than Series 2003-2) which are not allocating Shared Principal Collections
to other Series and are expected to be in their revolving periods during such
Collection Period.

                "Accumulation Period Length" shall have the meaning specified in
Section 4.15.

                "Adjusted Invested Amount" shall mean, as of any date, an amount
equal to the sum of the Class A Adjusted Invested Amount, the Class B Adjusted
Invested Amount, the CTO Adjusted Invested Amount and the Class D Invested
Amount, in each case as of such date.

                "Adjusted Portfolio Yield" shall mean, for any Collection
Period, the annualized percentage equivalent of a fraction, the numerator of
which is equal to, without duplication, (a) the Collections of Finance Charge
Receivables for such Collection Period that are allocated to Series 2003-2
(including any interest and other investment earnings, if any (net of losses and
investment expenses), on funds on deposit in the Excess Funding Account applied
as Collections of Finance Charge Receivables for such Collection Period), plus
(b) the interest and other investment earnings, if any (net of losses and
investment expenses), on funds on deposit in the Spread Account included in
Excess Spread for the Distribution Date immediately following the last day of
such Collection Period pursuant to Section 4.12(b), minus (c) the Investor
Default Amount for the Distribution Date immediately following the last day of
such Collection Period, minus (d) the Series Adjustment Amount for Series 2003-2
as of the last day of such Collection Period, and the denominator of which is
the Invested Amount as of the last day of such Collection Period.

                "Assignee" shall have the meaning specified in Section 12(g) of
this Series Supplement.

                                        2

<PAGE>

                "Available Principal Collections" shall mean, for any
Distribution Date, an amount equal to (a) the applicable Invested Percentage of
Collections of Principal Receivables for the preceding Collection Period, plus
(b) the amounts included in Available Principal Collections for such
Distribution Date pursuant to Section 4.6(a)(iii) and Section 4.8, plus (c)
Shared Principal Collections allocated to Series 2003-2, plus (d) during the
Accumulation Period or the Early Amortization Period, any amounts allocated to
Series 2003-2 as described in Section 4.10, minus (e) Subordinated Principal
Collections applied pursuant to Section 4.9 for such preceding Collection
Period.

                "Available Reserve Account Amount" shall mean, for any
Distribution Date, the lesser of (a) the amount on deposit in and available to
be withdrawn from the Reserve Account on such Distribution Date (before giving
effect to any deposit or withdrawal to be made to or from the Reserve Account on
such date) and (b) the Required Reserve Account Amount for such Distribution
Date.

                "Available Spread Account Amount" shall mean, for any
Distribution Date, the lesser of (a) the amount on deposit in and available to
be withdrawn from the Spread Account on such Distribution Date (before giving
effect to any deposit or withdrawal to be made to or from the Spread Account on
such date) and (b) the Required Spread Account Amount for such Distribution
Date.

                "Average Excess Spread Percentage" shall mean, for any
Distribution Date, the average of the Excess Spread Percentages for the three
consecutive Collection Periods preceding such Distribution Date; provided,
however, that (i) the Average Excess Spread Percentage for the first
Distribution Date shall equal the Excess Spread Percentage for the preceding
Collection Period and (ii) the Average Excess Spread Percentage for the second
Distribution Date shall equal the average of the Excess Spread Percentages for
the two consecutive Collection Periods preceding such Distribution Date.

                "Base Rate" shall mean, for any Collection Period, the sum of
(a) (i) the percentage equivalent of a fraction, the numerator of which is the
Monthly Interest for the Distribution Date immediately following the last day of
such Collection Period and the denominator of which is the Adjusted Invested
Amount as of the last day of the Collection Period preceding such Collection
Period (or, in the case of the first Collection Period, as of the Closing Date)
multiplied by (ii) a fraction, the numerator of which is 360 and the denominator
of which is the number of days in the Interest Period ending on the Distribution
Date immediately following the last day of such Collection Period plus (b) (i)
the percentage equivalent of a fraction, the numerator of which is the Investor
Monthly Servicing Fee for the Distribution Date immediately following the last
day of such Collection Period and the denominator of which is the Adjusted
Invested Amount as of the last day of the Collection Period preceding such
Collection Period (or, in the case of the first Collection Period, as of the
Closing Date) multiplied by (ii) a fraction, the numerator of which is 360 and
the denominator of which is the number of days in such Collection Period.

                "Business Day" shall have the meaning specified in the
Agreement.

                                        3

<PAGE>

                "Class A Additional Interest" shall have the meaning specified
in Section 4.3(a).

                "Class A Adjusted Invested Amount" shall mean, as of any date,
an amount equal to the sum of the Class A Invested Amount as of such date and
the aggregate amount on deposit in the Principal Funding Account on such date in
respect of Class A Monthly Principal (excluding interest and other investment
earnings on such amount).

                "Class A Adjustment Amount" shall mean, for any Distribution
Date, an amount equal to the product of (i) the Series Adjustment Amount for
Series 2003-2 as of the end of the preceding Collection Period and (ii) the
percentage equivalent of a fraction, the numerator of which is the Class A
Invested Amount and the denominator of which is the Invested Amount, each as of
the last day of the Collection Period preceding such preceding Collection
Period.

                "Class A Allocable Amount" shall mean, for any Distribution
Date, the sum of the Class A Default Amount for such Distribution Date and the
Class A Adjustment Amount for such Distribution Date.

                "Class A Available Funds" shall mean, for any Collection Period,
an amount equal to the sum of (a) the Class A Floating Allocation Percentage of
Collections of Finance Charge Receivables for such Collection Period and any
other amounts that are to be treated as Collections of Finance Charge
Receivables for such Collection Period in accordance with the Agreement, (b)
[RESERVED], (c) the portion of the Principal Funding Investment Proceeds, if
any, withdrawn from the Principal Funding Account on the Distribution Date
immediately following the last day of such Collection Period and included in
Class A Available Funds pursuant to Section 4.13(c)(i), (d) the amount, if any,
withdrawn from the Reserve Account on the Distribution Date immediately
following the last day of such Collection Period and included in Class A
Available Funds pursuant to Section 4.14(d)(i) and (e) the interest and other
investment earnings, if any (net of losses and investment expenses), on funds on
deposit in the Reserve Account withdrawn from the Reserve Account on the
Distribution Date immediately following the last day of such Collection Period
and included in Class A Available Funds pursuant to Section 4.14(e).

                "Class A Certificate Rate" shall mean, for any Interest Period,
a per annum rate of 0.43% in excess of LIBOR, as determined on the related LIBOR
Determination Date; provided, however, that, for the first Interest Period, the
Class A Certificate Rate shall equal a per annum rate of 0.43% in excess of the
weighted average of the LIBORs determined on the April 23, 2003 and May 13, 2003
LIBOR Determination Dates, weighted based upon the number of days in the period
from and including the Closing Date to but excluding May 15, 2003 and in the
period from and including May 15, 2003 to but excluding June 16, 2003,
respectively.

                "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 one of the Certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A.

                                        4

<PAGE>

                "Class A Default Amount" shall mean, for any Distribution Date,
an amount equal to the product of (i) the Default Amount for the preceding
Collection Period and (ii) the Class A Floating Allocation Percentage for such
Collection Period.

                "Class A Fixed Allocation Percentage" shall mean, for any
Collection Period, the percentage equivalent of a fraction, the numerator of
which is equal to the Class A Invested Amount as of the last day of the
Revolving Period and the denominator of which is equal to the greater of (i) the
sum of (a) the Aggregate Principal Receivables in the Trust as of the last day
of the immediately preceding Collection Period and (b) the Excess Funding Amount
at the end of such last day and (ii) the sum of the numerators used to calculate
the corresponding invested percentages for all Series outstanding as of the date
on which such determination is being made; provided, however, that, for any
Collection Period in which Additional Accounts are included as Accounts pursuant
to Section 2.6(a) or Section 2.6(b), the amount calculated in clause (i) above
shall be increased by the amount of Principal Receivables in such Additional
Accounts as of the Additional Account Cut-Off Date on and after the Additional
Account Closing Date applicable to such Additional Accounts; and, provided
further, that if the Series 2003-2 Certificates are paired with a Paired Series
and the Early Amortization Period (as defined in the Supplement for such Paired
Series) commences, the Transferor may, if the Rating Agency Condition shall have
been satisfied, by written notice to the Trustee and the Servicer, designate a
different numerator to be used to determine such percentage (provided that such
numerator is not less than the Class A Invested Amount as of the last day of the
Revolving Period (as defined in the Supplement for such Paired Series)).

                "Class A Floating Allocation Percentage" shall mean, for any
Collection Period, the percentage equivalent of a fraction, the numerator of
which is equal to the Class A Invested Amount as of the last day of the
immediately preceding Collection Period (or the Class A Initial Invested Amount,
in the case of the first Collection Period) and the denominator of which is
equal to the greater of (i) the sum of (a) the Aggregate Principal Receivables
in the Trust as of the last day of such immediately preceding Collection Period
(or the Closing Date, in the case of the first Collection Period) and (b) the
Excess Funding Amount at the end of such last day and (ii) the sum of the
numerators used to calculate the corresponding invested percentages for all
Series outstanding as of the date on which such determination is being made;
provided, however, that, for any Collection Period in which Additional Accounts
are included as Accounts pursuant to Section 2.6(a) or Section 2.6(b), the
amount calculated in clause (i) above shall be increased by the amount of
Principal Receivables in such Additional Accounts as of the Additional Account
Cut-Off Date on and after the Additional Account Closing Date applicable to such
Additional Accounts.

                "Class A Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class A Certificates, which is $322,500,000.

                "Class A Interest Shortfall" shall have the meaning specified in
Section 4.3(a).

                "Class A Invested Amount" shall mean, as of any date, an amount
equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount
on deposit in the Principal Funding Account as of such date in respect of Class
A Monthly Principal (excluding interest and

                                        5

<PAGE>

other investment earnings on such amount), minus (c) the aggregate amount of
principal payments made to the Class A Certificateholders prior to such date,
minus (d) the excess, if any, of the aggregate amount of Class A Investor Charge
Offs for all prior Distribution Dates over the sum of the aggregate amount of
Class A Investor Charge Offs reimbursed prior to such date pursuant to Section
4.8(b) and, without duplication, the aggregate amount of the reductions of the
Series Adjustment Amount allocated to the Class A Invested Amount prior to such
date pursuant to Section 4.7(g); provided, however, that the Class A Invested
Amount may not be reduced below zero.

                "Class A Investor Charge Offs" shall have the meaning specified
in Section 4.7(a).

                "Class A Monthly Interest" shall have the meaning specified in
Section 4.3(a).

                "Class A Monthly Principal" shall have the meaning specified in
Section 4.4(a).

                "Class A Penalty Rate" shall mean, for any Interest Period, the
sum of the Class A Certificate Rate for such Interest Period and 2.00% per
annum.

                "Class A Required Amount" shall have the meaning specified in
Section 4.5(a).

                "Class A Servicing Fee" shall have the meaning specified in
Section 7 of this Series Supplement.

                "Class B Additional Interest" shall have the meaning specified
in Section 4.3(b).

                "Class B Adjusted Invested Amount" shall mean, as of any date,
an amount equal to the sum of the Class B Invested Amount as of such date and
the aggregate amount on deposit in the Principal Funding Account on such date in
respect of Class B Monthly Principal (excluding interest and other investment
earnings on such amount).

                "Class B Adjustment Amount" shall mean, for any Distribution
Date, an amount equal to the product of (i) the Series Adjustment Amount for
Series 2003-2 as of the end of the preceding Collection Period and (ii) the
percentage equivalent of a fraction, the numerator of which is the Class B
Invested Amount and the denominator of which is the Invested Amount, each as of
the last day of the Collection Period preceding such preceding Collection
Period.

                "Class B Allocable Amount" shall mean, for any Distribution
Date, the sum of the Class B Default Amount for such Distribution Date and the
Class B Adjustment Amount for such Distribution Date.

                "Class B Available Funds" shall mean, for any Collection Period,
an amount equal to the sum of (a) the Class B Floating Allocation Percentage of
Collections of Finance Charge Receivables for such Collection Period and any
other amounts that are to be treated as Collections of Finance Charge
Receivables for such Collection Period in accordance with the Agreement, (b)
[RESERVED], (c) the portion of the Principal Funding Investment Proceeds, if
any, withdrawn from the Principal Funding Account on the Distribution Date
immediately

                                        6

<PAGE>

following the last day of such Collection Period and included in Class B
Available Funds pursuant to Section 4.13(c)(ii), (d) the amount, if any,
withdrawn from the Reserve Account on the Distribution Date immediately
following the last day of such Collection Period and included in Class B
Available Funds pursuant to Section 4.14(d)(ii) and (e) the interest and other
investment earnings, if any (net of losses and investment expenses), on funds on
deposit in the Reserve Account withdrawn from the Reserve Account on the
Distribution Date immediately following the last day of such Collection Period
and included in Class B Available Funds pursuant to Section 4.14(e).

                "Class B Certificate Rate" shall mean, for any Interest Period,
a per annum rate of 2.50% in excess of LIBOR, as determined on the related LIBOR
Determination Date; provided, however, that, for the first Interest Period, the
Class B Certificate Rate shall equal a per annum rate of 2.50% in excess of the
weighted average of the LIBORs determined on the April 23, 2003 and May 13, 2003
LIBOR Determination Dates, weighted based upon the number of days in the period
from and including the Closing Date to but excluding May 15, 2003 and in the
period from and including May 15, 2003 to but excluding June 16, 2003,
respectively.

                "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 one of the Certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit B.

                "Class B Default Amount" shall mean, for any Distribution Date,
an amount equal to the product of (i) the Default Amount for the preceding
Collection Period and (ii) the Class B Floating Allocation Percentage for such
Collection Period.

                "Class B Fixed Allocation Percentage" shall mean, for any
Collection Period, the percentage equivalent of a fraction, the numerator of
which is equal to the Class B Invested Amount as of the last day of the
Revolving Period and the denominator of which is equal to the greater of (i) the
sum of (a) the Aggregate Principal Receivables in the Trust as of the last day
of the immediately preceding Collection Period and (b) the Excess Funding Amount
at the end of such last day and (ii) the sum of the numerators used to calculate
the corresponding invested percentages for all Series outstanding as of the date
on which such determination is being made; provided, however, that, for any
Collection Period in which Additional Accounts are included as Accounts pursuant
to Section 2.6(a) or Section 2.6(b), the amount calculated in clause (i) above
shall be increased by the amount of Principal Receivables in such Additional
Accounts as of the Additional Account Cut-Off Date on and after the Additional
Account Closing Date applicable to such Additional Accounts; and, provided
further, that if the Series 2003-2 Certificates are paired with a Paired Series
and the Early Amortization Period (as defined in the Supplement for such Paired
Series) commences, the Transferor may, if the Rating Agency Condition shall have
been satisfied, by written notice to the Trustee and the Servicer, designate a
different numerator to be used to determine such percentage (provided that such
numerator is not less than the Class B Invested Amount as of the last day of the
Revolving Period (as defined in the Supplement for such Paired Series)).

                                        7

<PAGE>

                "Class B Floating Allocation Percentage" shall mean, for any
Collection Period, the percentage equivalent of a fraction, the numerator of
which is equal to the Class B Invested Amount as of the last day of the
immediately preceding Collection Period (or the Class B Initial Invested Amount,
in the case of the first Collection Period) and the denominator of which is
equal to the greater of (i) the sum of (a) the Aggregate Principal Receivables
in the Trust as of the last day of such immediately preceding Collection Period
(or the Closing Date, in the case of the first Collection Period) and (b) the
Excess Funding Amount at the end of such last day and (ii) the sum of the
numerators used to calculate the corresponding invested percentages for all
Series outstanding as of the date on which such determination is being made;
provided, however, that, for any Collection Period in which Additional Accounts
are included as Accounts pursuant to Section 2.6(a) or Section 2.6(b), the
amount calculated in clause (i) above shall be increased by the amount of
Principal Receivables in such Additional Accounts as of the Additional Account
Cut-Off Date on and after the Additional Account Closing Date applicable to such
Additional Accounts.

                "Class B Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class B Certificates, which is $65,000,000.

                "Class B Interest Shortfall" shall have the meaning specified in
Section 4.3(b).

                "Class B Invested Amount" shall mean, as of any date, an amount
equal to (a) the Class B Initial Invested Amount, minus (b) the aggregate amount
on deposit in the Principal Funding Account as of such date in respect of Class
B Monthly Principal (excluding interest and other investment earnings on such
amount), minus (c) the aggregate amount of principal payments made to the Class
B Certificateholders prior to such date, minus (d) the aggregate amount of Class
B Investor Charge Offs for all prior Distribution Dates, minus (e) the amount of
Subordinated Principal Collections applied on all prior Distribution Dates
pursuant to Section 4.9(a) (excluding any Subordinated Collections that have
resulted in a reduction of the CTO Invested Amount or Class D Invested Amount
pursuant to Section 4.9), minus (f) an amount equal to the amount by which the
Class B Invested Amount has been reduced on all prior Distribution Dates
pursuant to Section 4.7(a), plus (g) the sum of the amount of Excess Spread and
Shared Excess Finance Charge Collections allocated and available on all prior
Distribution Dates pursuant to Section 4.8(e) for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (d), (e) and (f) and, without
duplication, the aggregate amount of the reductions of the Series Adjustment
Amount allocated to the Class B Invested Amount prior to such date pursuant to
Section 4.7(g); provided, however, that the Class B Invested Amount may not be
reduced below zero.

                "Class B Investor Charge Offs" shall have the meaning specified
in Section 4.7(b).

                "Class B Monthly Interest" shall have the meaning specified in
Section 4.3(b).

                "Class B Monthly Principal" shall have the meaning specified in
Section 4.4(b).

                                        8

<PAGE>

                "Class B Penalty Rate" shall mean, for any Interest Period, the
sum of the Class B Certificate Rate for such Interest Period and 2.00% per
annum.

                "Class B Principal Commencement Date" shall mean (i) unless the
Early Amortization Period shall have commenced or the Accumulation Period shall
have been suspended in accordance with Section 4.16, the first Distribution Date
on which the aggregate amount on deposit in the Principal Funding Account in
respect of Class A Monthly Principal equals the outstanding principal balance of
the Class A Certificates and (ii) if the Early Amortization Period shall have
commenced or the Accumulation Period shall have been suspended in accordance
with Section 4.16, the Distribution Date on which the Class A Certificates are
paid in full.

                "Class B Required Amount" shall have the meaning specified in
Section 4.5(b).

                "Class B Servicing Fee" shall have the meaning specified in
Section 7 of this Series Supplement.

                "Class B Subordinated Principal Collections" shall mean, for any
Collection Period, an amount equal to the product of (i) the Class B Floating
Allocation Percentage (for any Collection Period with respect to the Revolving
Period) or the Class B Fixed Allocation Percentage (for any Collection Period
with respect to the Accumulation Period or the Early Amortization Period) and
(ii) the aggregate amount of Collections of Principal Receivables for such
Collection Period; provided, however, that the Class B Subordinated Principal
Collections shall in no event exceed the Class B Invested Amount as of the last
day of such Collection Period.

                "Class D Additional Interest" shall have the meaning specified
in Section 4.3(d).

                "Class D Adjustment Amount" shall mean, for any Distribution
Date, an amount equal to the product of (i) the Series Adjustment Amount for
Series 2003-2 as of the end of the preceding Collection Period and (ii) the
percentage equivalent of a fraction, the numerator of which is the Class D
Invested Amount and the denominator of which is the Invested Amount, each as of
the last day of the Collection Period preceding such preceding Collection
Period.

                "Class D Allocable Amount" shall mean, for any Distribution
Date, the sum of the Class D Default Amount for such Distribution Date and the
Class D Adjustment Amount for such Distribution Date.

                "Class D Available Funds" shall mean, for any Collection Period,
the Class D Floating Allocation Percentage of Collections of Finance Charge
Receivables for such Collection Period and any other amounts that are to be
treated as Collections of Finance Charge Receivables for such Collection Period
in accordance with the Agreement.

                "Class D Certificate Rate" shall mean, for any Interest Period,
the rate designated in the letter agreement, dated April 25, 2003, between the
Transferor and the Trustee; provided, however, that, for the first Interest
Period, the Class D Certificate Rate shall equal the per annum rate designated
in such letter agreement in excess of the weighted average of the LIBORs

                                        9

<PAGE>

determined on the April 23, 2003 and May 13, 2003 LIBOR Determination Dates,
weighted based upon the number of days in the period from and including the
Closing Date to but excluding May 15, 2003 and in the period from and including
May 15, 2003 to but excluding June 16, 2003, respectively; and, provided
further, that the Class D Certificate Rate shall in no event exceed LIBOR plus
6.00% per annum.

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

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

                "Class D Default Amount" shall mean, for any Distribution Date,
an amount equal to the product of (i) the Default Amount for the preceding
Collection Period and (ii) the Class D Floating Allocation Percentage for such
Collection Period.

                "Class D Fixed Allocation Percentage" shall mean, for any
Collection Period, the percentage equivalent of a fraction, the numerator of
which is equal to the Class D Invested Amount as of the last day of the
Revolving Period and the denominator of which is equal to the greater of (i) the
sum of (a) the Aggregate Principal Receivables in the Trust as of the last day
of the immediately preceding Collection Period and (b) the Excess Funding Amount
at the end of such last day and (ii) the sum of the numerators used to calculate
the corresponding invested percentages for all Series outstanding as of the date
on which such determination is being made; provided, however, that, for any
Collection Period in which Additional Accounts are included as Accounts pursuant
to Section 2.6(a) or Section 2.6(b), the amount calculated in clause (i) above
shall be increased by the amount of Principal Receivables in such Additional
Accounts as of the Additional Account Cut-Off Date on and after the Additional
Account Closing Date applicable to such Additional Accounts; and, provided
further, that if the Series 2003-2 Certificates are paired with a Paired Series
and the Early Amortization Period (as defined in the Supplement for such Paired
Series) commences, the Transferor may, if the Rating Agency Condition shall have
been satisfied, by written notice to the Trustee and the Servicer, designate a
different numerator to be used to determine such percentage (provided that such
numerator is not less than the Class D Invested Amount as of the last day of the
Revolving Period (as defined in the Supplement for such Paired Series)).

                "Class D Floating Allocation Percentage" shall mean, for any
Collection Period, the percentage equivalent of a fraction, the numerator of
which is equal to the Class D Invested Amount as of the last day of the
immediately preceding Collection Period (or the Class D Initial Invested Amount,
in the case of the first Collection Period) and the denominator of which is
equal to the greater of (i) the sum of (a) the Aggregate Principal Receivables
in the Trust as of the last day of such immediately preceding Collection Period
(or the Closing Date, in the case of the first Collection Period) and (b) the
Excess Funding Amount at the end of such last day and (ii) the sum of the
numerators used to calculate the corresponding invested percentages for all
Series outstanding as of the date on which such determination is being made;
provided, however, that, for any Collection Period in which Additional Accounts
are included as Accounts pursuant

                                       10

<PAGE>

to Section 2.6(a) or Section 2.6(b), the amount calculated in clause (i) above
shall be increased by the amount of Principal Receivables in such Additional
Accounts as of the Additional Account Cut-Off Date on and after the Additional
Account Closing Date applicable to such Additional Accounts.

                "Class D Initial Invested Amount" shall mean the aggregate
initial principal amount of the Class D Certificates, which is $56,250,000.

                "Class D Interest Shortfall" shall have the meaning specified in
Section 4.3(d).

                "Class D Invested Amount" shall mean, as of any date, an amount
equal to (a) the Class D Initial Invested Amount, minus (b) the aggregate amount
of principal payments made to the Class D Certificateholders prior to such date,
minus (c) the aggregate amount of Class D Investor Charge Offs for all prior
Distribution Dates, minus (d) the amount by which the Class D Invested Amount
has been reduced as a result of the application of Subordinated Principal
Collections on all prior Distribution Dates pursuant to Section 4.9, minus (e)
an amount equal to the amount by which the Class D Invested Amount has been
reduced on all prior Distribution Dates pursuant to Section 4.7(a), (b) or (c),
plus (f) the sum of the amount of Excess Spread and Shared Excess Finance Charge
Collections allocated and available on all prior Distribution Dates pursuant to
Section 4.8(n) for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c), (d) and (e) and, without duplication, the aggregate
amount of the reductions of the Series Adjustment Amount allocated to the Class
D Invested Amount prior to such date pursuant to Section 4.7(g); provided,
however, that the Class D Invested Amount may not be reduced below zero.

                "Class D Investor Charge Off" shall have the meaning specified
in Section 4.7(d).

                "Class D Monthly Interest" shall have the meaning specified in
Section 4.3(d).

                "Class D Monthly Principal" shall have the meaning specified in
Section 4.4(d).

                "Class D Penalty Rate" shall mean, for any Interest Period, the
sum of the Class D Certificate Rate for such Interest Period and 2.00% per
annum.

                "Class D Servicing Fee" shall have the meaning specified in
Section 7 of this Series Supplement.

                "Class D Subordinated Principal Collections" shall mean, for any
Collection Period, an amount equal to the product of (i) the Class D Floating
Allocation Percentage (for any Collection Period with respect to the Revolving
Period) or the Class D Fixed Allocation Percentage (for any Collection Period
with respect to the Accumulation Period or the Early Amortization Period) and
(ii) the aggregate amount of Collections of Principal Receivables for such
Collection Period; provided, however, that the Class D Subordinated Principal
Collections shall in no event exceed the Class D Invested Amount as of the last
day of such Collection Period.

                "Closing Date" shall mean April 25, 2003.

                                       11

<PAGE>

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

                "Collateralized Trust Obligations" shall mean any one of the
Collateralized Trust Obligations executed by the Transferor and authenticated by
or on behalf of the Trustee, substantially in the form of Exhibit C.

                "Collection Period" shall mean the period from and including the
first day of a calendar month to and including the last day of such calendar
month (or, in the case of the first Collection Period applicable to Series
2003-2, the period from and including the Closing Date to and including May 31,
2003).

                "Controlled Accumulation Amount" shall mean, for any
Distribution Date with respect to the Accumulation Period, $36,979,167;
provided, however, that, if the Accumulation Period Length shall be determined
to be less than 12 months in accordance with Section 4.15, the Controlled
Accumulation Amount for any Distribution Date with respect to the Accumulation
Period shall be equal to (i) the product of (x) $443,750,000 and (y) the
Accumulation Period Factor for the Collection Period preceding such Distribution
Date divided by (ii) the Required Accumulation Factor Number for such
Distribution Date.

                "Controlled Deposit Amount" shall mean, for any Distribution
Date with respect to the Accumulation Period, an amount equal to the sum of the
Controlled Accumulation Amount for such Distribution Date and any Deficit
Controlled Accumulation Amount for the immediately preceding Distribution Date.

                "Covered Amount" shall mean, for any Distribution Date with
respect to the Accumulation Period or the first Special Distribution Date, an
amount equal to (a) the product of (i) the Class A Certificate Rate for the
related Interest Period, (ii) the aggregate amount, if any, on deposit in the
Principal Funding Account as of the close of business on the preceding
Distribution Date in respect of Class A Monthly Principal and (iii) a fraction,
the numerator of which is the actual number of days in such Interest Period and
the denominator of which is 360 plus (b) the product of (i) the Class B
Certificate Rate for the related Interest Period, (ii) the aggregate amount, if
any, on deposit in the Principal Funding Account as of the close of business on
the preceding Distribution Date in respect of Class B Monthly Principal and
(iii) a fraction, the numerator of which is the actual number of days in such
Interest Period and the denominator of which is 360 plus (c) the product of (i)
the CTO Interest Rate for the related Interest Period, (ii) the aggregate
amount, if any, on deposit in the Principal Funding Account as of the close of
business on the preceding Distribution Date in respect of CTO Monthly Principal
and (iii) a fraction, the numerator of which is the actual number of days in
such Interest Period and the denominator of which is 360.

                "CTO Additional Interest" shall have the meaning specified in
Section 4.3(c).

                "CTO Adjusted Invested Amount" shall mean, as of any date, an
amount equal to the sum of the CTO Invested Amount as of such date and the
aggregate amount on deposit in the Principal Funding Account on such date in
respect of CTO Monthly Principal (excluding interest and other investment
earnings on such amount).

                                       12

<PAGE>

                "CTO Adjustment Amount" shall mean, for any Distribution Date,
an amount equal to the product of (i) the Series Adjustment Amount for Series
2003-2 as of the end of the preceding Collection Period and (ii) the percentage
equivalent of a fraction, the numerator of which is the CTO Invested Amount and
the denominator of which is the Invested Amount, each as of the last day of the
Collection Period preceding such preceding Collection Period.

                "CTO Allocable Amount" shall mean, for any Distribution Date,
the sum of the CTO Default Amount for such Distribution Date and the CTO
Adjustment Amount for such Distribution Date.

                "CTO Available Funds" shall mean, for any Collection Period, an
amount equal to the sum of (a) the CTO Floating Allocation Percentage of
Collections of Finance Charge Receivables for such Collection Period and any
other amounts that are to be treated as Collections of Finance Charge
Receivables for such Collection Period in accordance with the Agreement, (b)
[RESERVED], (c) the portion of the Principal Funding Investment Proceeds, if
any, withdrawn from the Principal Funding Account on the Distribution Date
immediately following the last day of such Collection Period and included in CTO
Available Funds pursuant to Section 4.13(c)(iii), (d) the amount, if any,
withdrawn from the Reserve Account on the Distribution Date immediately
following the last day of such Collection Period and included in CTO Available
Funds pursuant to Section 4.14(d)(iii) and (e) the interest and other investment
earnings, if any (net of losses and investment expenses), on funds on deposit in
the Reserve Account withdrawn from the Reserve Account on the Distribution Date
immediately following the last day of such Collection Period and included in CTO
Available Funds pursuant to Section 4.14(e).

                "CTO Default" shall mean each event specified in Section 11 of
this Series Supplement as a CTO Default.

                "CTO Default Amount" shall mean, for any Distribution Date, an
amount equal to the product of (i) the Default Amount for the preceding
Collection Period and (ii) the CTO Floating Allocation Percentage for such
Collection Period.

                "CTO Fixed Allocation Percentage" shall mean, for any Collection
Period, the percentage equivalent of a fraction, the numerator of which is equal
to the CTO Invested Amount as of the last day of the Revolving Period and the
denominator of which is equal to the greater of (i) the sum of (a) the Aggregate
Principal Receivables in the Trust as of the last day of the immediately
preceding Collection Period and (b) the Excess Funding Amount at the end of such
last day and (ii) the sum of the numerators used to calculate the corresponding
invested percentages for all Series outstanding as of the date on which such
determination is being made; provided, however, that, for any Collection Period
in which Additional Accounts are included as Accounts pursuant to Section 2.6(a)
or Section 2.6(b), the amount calculated in clause (i) above shall be increased
by the amount of Principal Receivables in such Additional Accounts as of the
Additional Account Cut-Off Date on and after the Additional Account Closing Date
applicable to such Additional Accounts; and, provided further, that if the
Series 2003-2 Certificates are paired with a Paired Series and the Early
Amortization Period (as defined in the Supplement for such Paired Series)
commences, the Transferor may, if the Rating Agency Condition shall have

                                       13

<PAGE>

been satisfied, by written notice to the Trustee and the Servicer, designate a
different numerator to be used to determine such percentage (provided that such
numerator is not less than the CTO Invested Amount as of the last day of the
Revolving Period (as defined in the Supplement for such Paired Series)).

                "CTO Floating Allocation Percentage" shall mean, for any
Collection Period, the percentage equivalent of a fraction, the numerator of
which is equal to the CTO Invested Amount as of the last day of the immediately
preceding Collection Period (or the CTO Initial Invested Amount, in the case of
the first Collection Period) and the denominator of which is equal to the
greater of (i) the sum of (a) the Aggregate Principal Receivables in the Trust
as of the last day of such immediately preceding Collection Period (or the
Closing Date, in the case of the first Collection Period) and (b) the Excess
Funding Amount at the end of such last day and (ii) the sum of the numerators
used to calculate the corresponding invested percentages for all Series
outstanding as of the date on which such determination is being made; provided,
however, that, for any Collection Period in which Additional Accounts are
included as Accounts pursuant to Section 2.6(a) or Section 2.6(b), the amount
calculated in clause (i) above shall be increased by the amount of Principal
Receivables in such Additional Accounts as of the Additional Account Cut-Off
Date on and after the Additional Account Closing Date applicable to such
Additional Accounts.

                "CTO Initial Invested Amount" shall mean the aggregate initial
principal amount of the Collateralized Trust Obligations, which is $56,250,000.

                "CTO Interest Rate" shall mean, for any Interest Period, the
rate designated in the letter agreement, dated April 25, 2003, between the
Transferor and the Trustee; provided, however, that, for the first Interest
Period, the CTO Interest Rate shall equal the per annum rate designated in such
letter agreement in excess of the weighted average of the LIBORs determined on
the April 23, 2003 and May 13, 2003 LIBOR Determination Dates, weighted based
upon the number of days in the period from and including the Closing Date to but
excluding May 15, 2003 and in the period from and including May 15, 2003 to but
excluding June 16, 2003, respectively; and, provided further, that the CTO
Interest Rate shall in no event exceed LIBOR plus 5.00% per annum.

                "CTO Interest Shortfall" shall have the meaning specified in
Section 4.3(c).

                "CTO Invested Amount" shall mean, as of any date, an amount
equal to (a) the CTO Initial Invested Amount, minus (b) the aggregate amount on
deposit in the Principal Funding Account as of such date in respect of CTO
Monthly Principal (excluding interest and other investment earnings on such
amount), minus (c) the aggregate amount of principal payments made to the CTO
Securityholders prior to such date, minus (d) the aggregate amount of CTO
Investor Charge Offs for all prior Distribution Dates, minus (e) the amount of
Subordinated Principal Collections applied on all prior Distribution Dates
pursuant to Section 4.9(a) or (b) (excluding any Subordinated Collections that
have resulted in a reduction of the Class D Invested Amount pursuant to Section
4.9), minus (f) an amount equal to the amount by which the CTO Invested Amount
has been reduced on all prior Distribution Dates pursuant to Section 4.7(a) or
(b), plus (g) the sum of the amount of Excess Spread and Shared Excess

                                       14

<PAGE>

Finance Charge Collections allocated and available on all prior Distribution
Dates pursuant to Section 4.8(j) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (d), (e) and (f) and, without duplication, the
aggregate amount of the reductions of the Series Adjustment Amount allocated to
the CTO Invested Amount prior to such date pursuant to Section 4.7(g); provided,
however, that the CTO Invested Amount may not be reduced below zero.

                "CTO Investor Charge Offs" shall have the meaning specified in
Section 4.7(c).

                "CTO Monthly Interest" shall have the meaning specified in
Section 4.3(c).

                "CTO Monthly Principal" shall have the meaning specified in
Section 4.4(c).

                "CTO Penalty Rate" shall mean, for any Interest Period, the sum
of the CTO Interest Rate for such Interest Period and 2.00% per annum.

                "CTO Principal Commencement Date" shall mean (i) unless the
Early Amortization Period shall have commenced or the Accumulation Period shall
have been suspended in accordance with Section 4.16, the first Distribution Date
on which (A) the aggregate amount on deposit in the Principal Funding Account in
respect of Class A Monthly Principal equals the aggregate outstanding principal
balance of the Class A Certificates and (B) the aggregate amount on deposit in
the Principal Funding Account in respect of Class B Monthly Principal equals the
aggregate outstanding principal balance of the Class B Certificates and (ii) if
the Early Amortization Period shall have commenced or the Accumulation Period
shall have been suspended in accordance with Section 4.16, the Distribution Date
on which the Class A Certificates and the Class B Certificates are paid in full.

                "CTO Required Amount" shall have the meaning specified in
Section 4.5(c).

                "CTO Securityholder" shall mean the Person in whose name a
Collateralized Trust Obligation is registered in the Certificate Register.

                "CTO Servicing Fee" shall have the meaning specified in Section
7 of this Series Supplement.

                "CTO Subordinated Principal Collections" shall mean, for any
Collection Period, an amount equal to the product of (i) the CTO Floating
Allocation Percentage (for any Collection Period with respect to the Revolving
Period) or the CTO Fixed Allocation Percentage (for any Collection Period with
respect to the Accumulation Period or the Early Amortization Period) and (ii)
the aggregate amount of Collections of Principal Receivables for such Collection
Period; provided, however, that the CTO Subordinated Principal Collections shall
in no event exceed the CTO Invested Amount as of the last day of such Collection
Period.

                "Deficit Controlled Accumulation Amount" shall mean (a) on the
first Distribution Date with respect to the Accumulation Period, the excess, if
any, of the Controlled Accumulation Amount for such Distribution Date over the
amount deposited into the Principal Funding Account on or before that
Distribution Date as Class A Monthly Principal, Class B

                                       15

<PAGE>

Monthly Principal or CTO Monthly Principal and (b) on each subsequent
Distribution Date with respect to the Accumulation Period, the excess, if any,
of the Controlled Deposit Amount for such subsequent Distribution Date over the
amount deposited into the Principal Funding Account with respect to that
Distribution Date as Class A Monthly Principal, Class B Monthly Principal or CTO
Monthly Principal.

                "Early Amortization Period" shall mean the period commencing at
the close of business on the day on which an Early Amortization Event with
respect to Series 2003-2 is deemed to have occurred and ending on the earlier of
(a) the date on which the Series 2003-2 Certificates are paid in full and (b)
the Stated Series Termination Date.

                "Excess Spread" shall mean, for any Distribution Date, the sum
of the amounts, if any, specified pursuant to Sections 4.6(a)(iv), 4.6(b)(iii),
4.6(c)(iii), 4.6(d)(ii) and 4.12(b) for such Distribution Date.

                "Excess Spread Percentage" shall mean, for any Collection
Period, the amount, if any, expressed as a percentage, by which the Adjusted
Portfolio Yield for such Collection Period exceeds the Base Rate for such
Collection Period.

                "Expected Final Distribution Date" shall mean the April 2006
Distribution Date.

                "Finance Charge Shortfall" shall have the meaning specified in
Section 4.11.

                "Fixed Allocation Percentage" shall mean, for any Collection
Period, the sum of the Class A Fixed Allocation Percentage, the Class B Fixed
Allocation Percentage, the CTO Fixed Allocation Percentage and the Class D Fixed
Allocation Percentage, in each case for such Collection Period.

                "Floating Allocation Percentage" shall mean, for any Collection
Period, the sum of the Class A Floating Allocation Percentage, the Class B
Floating Allocation Percentage, the CTO Floating Allocation Percentage and the
Class D Floating Allocation Percentage, in each case for such Collection Period.

                "Initial Invested Amount" shall mean the aggregate initial
principal amount of the Series 2003-2 Certificates, which is $500,000,000.

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

                "Invested Amount" shall mean, as of any date, an amount equal to
the sum of the Class A Invested Amount, the Class B Invested Amount, the CTO
Invested Amount and the Class D Invested Amount, in each case as of such date;
provided, however, that, with respect to voting, consenting, approving, giving
notice, directing the Trustee and similar matters under the Agreement, Invested
Amount shall mean the Adjusted Invested Amount.

                                       16

<PAGE>

                "Invested Percentage" shall mean, for any Collection Period, (a)
when used with respect to Finance Charge Receivables at any time or Principal
Receivables during the Revolving Period, the Floating Allocation Percentage, (b)
when used with respect to Principal Receivables during the Accumulation Period
or the Early Amortization Period, the Fixed Allocation Percentage and (c) when
used with respect to the Default Amount or the Series Adjustment Amount at any
time, the Floating Allocation Percentage.

                "Investor Charge Offs" shall mean Class A Investor Charge Offs,
Class B Investor Charge Offs, CTO Investor Charge Offs or Class D Investor
Charge Offs.

                "Investor Default Amount" shall mean, for any Distribution Date,
an amount equal to the product of (a) the Default Amount for the immediately
preceding Collection Period and (b) the Floating Allocation Percentage for such
Collection Period.

                "Investor Monthly Servicing Fee" shall have the meaning
specified in Section 7 of this Series Supplement.

                "LIBOR" shall mean, for any Interest Period, the London
interbank offered rate for one-month dollar deposits determined by the Trustee
for such Interest Period in accordance with Section 4.3A.

                "LIBOR Determination Date" shall mean (i) for the period from
and including the Closing Date to but excluding May 15, 2003, April 23, 2003,
(ii) for the period from and including May 15, 2003 to but excluding June 16,
2003, May 13, 2003, and (iii) for each subsequent Interest Period, the second
Business Day prior to the Distribution Date on which such Interest Period
commences. For purposes of this definition, a Business Day is any day which is
both a Business Day and a day on which dealings in deposits in United States
dollars are transacted in the London interbank market.

                "Minimum Aggregate Principal Receivables" shall have the meaning
specified in Section 3 of this Series Supplement.

                "Minimum Transferor Interest Percentage" shall have the meaning
specified in Section 3 of this Series Supplement.

                "Monthly Interest" shall mean, for any Distribution Date, the
sum of the Class A Monthly Interest, the Class B Monthly Interest, the CTO
Monthly Interest and the Class D Monthly Interest, in each case for such
Distribution Date.

                "Paired Series" shall have the meaning specified in Section 18
of this Series Supplement.

                "Portfolio Yield" shall mean, for any Collection Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to, without duplication, (a) the Collections of Finance Charge Receivables for
such Collection Period that are allocated to Series 2003-2 (including any
interest and other investment earnings, if any (net of losses and investment
expenses), on funds on deposit in the Excess Funding Account applied as
Collections

                                       17

<PAGE>

of Finance Charge Receivables for such Collection Period), plus (b) any Shared
Excess Finance Charge Collections allocated to Series 2003-2 on the Distribution
Date following the last day of such Collection Period, plus (c) the interest and
other investment earnings, if any (net of losses and investment expenses), on
funds on deposit in the Spread Account included in Excess Spread for the
Distribution Date immediately following the last day of such Collection Period
pursuant to Section 4.12(b), plus (d) the Principal Funding Investment Proceeds,
if any, required to be deposited into the Collection Account on the Distribution
Date immediately following the last day of such Collection Period pursuant to
Section 4.13(c), plus (e) the Reserve Account Draw Amount for such Collection
Period, plus (f) the interest and other investment earnings, if any (net of
losses and investment expenses), on funds on deposit in the Reserve Account
required to be deposited into the Collection Account on the Distribution Date
immediately following the last day of such Collection Period pursuant to Section
4.14(e) minus (g) the Investor Default Amount for the Distribution Date
immediately following the last day of such Collection Period minus (h) the
Series Adjustment Amount for Series 2003-2 as of the last day of such Collection
Period, and the denominator of which is the Adjusted Invested Amount as of the
last day of such Collection Period.

                "Principal Funding Account" shall have the meaning specified in
Section 4.13(a).

                "Principal Funding Investment Proceeds" shall have the meaning
specified in Section 4.13(b).

                "Principal Shortfall" shall have the meaning specified in
Section 4.10.

                "Pro Forma Investor Default Amount" shall mean, for any
Distribution Date, the average of the Investor Default Amounts for the three
consecutive Distribution Dates preceding such Distribution Date; provided,
however, that the Investor Default Amount for each of the three consecutive
Distribution Dates preceding the first Distribution Date shall equal the product
of the Default Amount for the Collection Period immediately preceding such
Distribution Date and a fraction, the numerator of which is the Initial Invested
Amount and the denominator of which is equal to the sum of (i) the Aggregate
Principal Receivables in the Trust as of the last day of such immediately
preceding Collection Period and (ii) the Excess Funding Amount at the end of
such last day.

                "Qualified Institution" shall mean (i) a depository institution,
which may include the Trustee, organized under the laws of the United States or
any one of the states thereof or the District of Columbia (or any domestic
branch or agency of any foreign bank), the deposits in which are insured by the
FDIC and which at all times has a short-term unsecured debt or certificate of
deposit rating of at least A-1 and P-1 by Standard & Poor's and Moody's,
respectively, and, if rated by Fitch, at least F-1 by Fitch or a long-term
unsecured debt rating of at least A and A2 by Standard & Poor's and Moody's,
respectively, and, if rated by Fitch, at least A by Fitch or (ii) a depository
institution, which may include the Trustee, otherwise acceptable to each Rating
Agency.

                "Qualified Maturity Agreement" shall mean (i) a written
agreement between the Transferor and one or more Qualified Institutions under
which the Qualified Institutions agree to

                                       18

<PAGE>

deposit into the Principal Funding Account on or with respect to the Expected
Final Distribution Date an amount equal to the sum of the Class A Invested
Amount plus the Class B Invested Amount plus the CTO Invested Amount, in each
case as of such Distribution Date, minus any amounts on deposit in the Principal
Funding Account immediately before such deposit, including a written agreement
under which the Qualified Institutions acquire an interest in the Trust, and
(ii) any other arrangement entered into in connection with the suspension of the
commencement of the Accumulation Period if the Rating Agency Condition shall
have been satisfied with respect to such arrangement.

                "Rating Agencies" shall mean Fitch, Moody's and Standard &
Poor's.

                "Reference Banks" shall mean the principal London offices of
four major banks in the London interbank market as may be selected by the
Servicer upon notice to the Trustee.

                "Required Accumulation Factor Number" shall mean, for any
Distribution Date, 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 any
month during the 12 month period preceding the date of such calculation (or any
lower monthly principal payment rate selected by the Servicer at its option and
in its sole discretion).

                "Required Reserve Account Amount" shall mean, for any
Distribution Date prior to the Reserve Account Funding Date, $0, and, for any
Distribution Date on or after the Reserve Account Funding Date, an amount equal
to (a) 0.50% of the aggregate outstanding principal amount of the Class A
Certificates, the Class B Certificates and the Collateralized Trust Obligations
as of the preceding Distribution Date or (b) such other amount as may be
designated by the Transferor; provided, however, that if any designation
pursuant to clause (b) above is of a lesser amount, (i) the Rating Agency
Condition shall have been satisfied and (ii) the Transferor shall have delivered
to the Trustee an Officer's Certificate to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of such officer,
such designation will not cause an Early Amortization Event or an event that,
after the giving of notice or the lapse of time, would constitute an Early
Amortization Event to occur with respect to Series 2003-2; and, provided
further, that the Required Reserve Account Amount for any Distribution Date
during any period during which the commencement of the Accumulation Period has
been suspended pursuant to Section 4.16 shall equal the amount on deposit in the
Reserve Account on the date of such suspension (if any amount is on deposit in
the Principal Funding Account on such date) or zero (if no amount is on deposit
in the Principal Funding Account on such date).

                "Required Spread Account Amount" shall mean, as of the Closing
Date, $15,000,000, and, for any Distribution Date, (a) an amount equal to the
product of (i) the Required Spread Account Percentage for such Distribution Date
and (ii) the Initial Invested Amount or (b) such greater amount as may be
designated by the Transferor; provided, however, that (i) if an Early
Amortization Event shall have occurred, the Required Spread Account Amount with
respect to each Distribution Date thereafter (subject to clause (iii) below)
shall equal the Required Spread Account Amount with respect to the Distribution
Date immediately preceding the occurrence of such Early Amortization Event, (ii)
if a CTO Default shall have

                                       19

<PAGE>

occurred, at the direction of the Holders of 66 2/3% of the CTO Adjusted
Invested Amount, the Required Spread Account Amount with respect to each
Distribution Date thereafter shall equal the CTO Invested Amount as of such date
and (iii) in no event shall the Required Spread Account Amount for any
Distribution Date exceed the CTO Invested Amount as of such date; and, provided
further, that this definition may be amended at any time and from time to time
by the Servicer, the Transferor and the Trustee if (x) the Transferor shall have
received written notice from each Rating Agency rating the Collateralized Trust
Obligations (with a copy delivered to the Trustee) that such reduction will not
result in the reduction or withdrawal of the then current rating of the
Collateralized Trust Obligations, (y) the Transferor shall have delivered to the
Trustee an Officer's Certificate to the effect that, based on the facts known to
such officer at such time, in the reasonable belief of the Transferor, such
reduction will not cause an Early Amortization Event or an event that, after the
giving of notice or the lapse of time, would constitute an Early Amortization
Event to occur with respect to Series 2003-2 and (z) the Transferor shall have
provided an Opinion of Counsel addressed to the Trustee, dated the date of such
amendment, to the effect that such amendment will not cause any Class of the
Series 2003-2 Certificates as to which an opinion that such Class was debt was
given on the Closing Date to fail to qualify as debt for federal income tax
purposes, cause the Trust to be characterized for federal income tax purposes as
an association taxable as a corporation or otherwise have any material adverse
impact on the federal income tax characterization of any outstanding Series of
Investor Certificates or the federal income taxation of any Investor
Certificateholder or any Certificate Owner.

                "Required Spread Account Percentage" shall mean, for any
Distribution Date, (a) if the Average Excess Spread Percentage as of such
Distribution Date is greater than or equal to 5.50%, 3.00%, (b) if the Average
Excess Spread Percentage as of such Distribution Date is less than 5.50% but
greater than or equal to 5.00%, 3.25%, (c) if the Average Excess Spread
Percentage as of such Distribution Date is less than 5.00% but greater than or
equal to 4.50%, 3.50%, (d) if the Average Excess Spread Percentage as of such
Distribution Date is less than 4.50% but greater than or equal to 4.00%, 3.75%,
(e) if the Average Excess Spread Percentage as of such Distribution Date is less
than 4.00% but greater than or equal to 3.00%, 4.75%, and (f) if the Average
Excess Spread Percentage as of such Distribution Date is less than 3.00%,
11.25%; provided, however, that (A) the Required Spread Account Percentage for
any Distribution Date will be reduced to 4.75% only if the Spread Account
Funding Condition is satisfied as of such Distribution Date, the Average Excess
Spread Percentage is greater than or equal to 3.00% as of such Distribution
Date, the Average Excess Spread Percentage was greater than or equal to 3.00% as
of each of the two preceding Distribution Dates and a further reduction in the
Required Spread Account Percentage is not otherwise permitted by this proviso,
(B) the Required Spread Account Percentage for any Distribution Date will be
reduced to 3.75% only if the Spread Account Funding Condition is satisfied as of
such Distribution Date, the Average Excess Spread Percentage is greater than or
equal to 4.00% as of such Distribution Date, the Average Excess Spread
Percentage was greater than or equal to 4.00% as of each of the two preceding
Distribution Dates and a further reduction in the Required Spread Account
Percentage is not otherwise permitted by this proviso, (C) the Required Spread
Account Percentage for any Distribution Date will be reduced to 3.50% only if
the Spread Account Funding Condition is satisfied as of such Distribution Date,
the Average Excess Spread Percentage is greater than or equal to 4.50% as of
such Distribution Date, the Average Excess Spread Percentage was greater

                                       20

<PAGE>

than or equal to 4.50% as of each of the two preceding Distribution Dates and a
further reduction in the Required Spread Account Percentage is not otherwise
permitted by this proviso, (D) the Required Spread Account Percentage for any
Distribution Date will be reduced to 3.25% only if the Spread Account Funding
Condition is satisfied as of such Distribution Date, the Average Excess Spread
Percentage is greater than or equal to 5.00% as of such Distribution Date, the
Average Excess Spread Percentage was greater than or equal to 5.00% as of each
of the two preceding Distribution Dates and a further reduction in the Required
Spread Account Percentage is not otherwise permitted by this proviso and (E) the
Required Spread Account Percentage for any Distribution Date will be reduced to
3.00% only if the Spread Account Funding Condition is satisfied as of such
Distribution Date, the Average Excess Spread Percentage is greater than or equal
to 5.50% as of such Distribution Date and the Average Excess Spread Percentage
was greater than or equal to 5.50% as of each of the two preceding Distribution
Dates; and, provided further, that this definition may be amended at any time
and from time to time by the Servicer, the Transferor and the Trustee if (x) the
Transferor shall have received written notice from each Rating Agency rating the
Collateralized Trust Obligations (with a copy delivered to the Trustee) that
such reduction will not result in the reduction or withdrawal of the then
current rating of the Collateralized Trust Obligations, (y) the Transferor shall
have delivered to the Trustee an Officer's Certificate to the effect that, based
on the facts known to such officer at such time, in the reasonable belief of the
Transferor, such reduction will not cause an Early Amortization Event or an
event that, after the giving of notice or the lapse of time, would constitute an
Early Amortization Event to occur with respect to Series 2003-2 and (z) the
Transferor shall have provided an Opinion of Counsel addressed to the Trustee,
dated the date of such amendment, to the effect that such amendment will not
cause any Class of the Series 2003-2 Certificates as to which an opinion that
such Class was debt was given on the Closing Date to fail to qualify as debt for
federal income tax purposes, cause the Trust to be characterized for federal
income tax purposes as an association taxable as a corporation or otherwise have
any material adverse impact on the federal income tax characterization of any
outstanding Series of Investor Certificates or the federal income taxation of
any Investor Certificateholder or any Certificate Owner.

                "Reserve Account" shall have the meaning specified in Section
4.14(a).

                "Reserve Account Draw Amount" shall have the meaning specified
in Section 4.14(c).

                "Reserve Account Funding Date" shall mean the Distribution Date
immediately following the Collection Period which commences three months prior
to the Collection Period in which the Accumulation Period commences; provided,
however, that the Reserve Account Funding Date shall be accelerated to (a) the
Distribution Date immediately following the Collection Period which commences
four months prior to the Collection Period in which the Accumulation Period
commences if the average of the Portfolio Yield minus the Base Rate for any
three consecutive Collection Periods is less than 4.00%, (b) the Distribution
Date immediately following the Collection Period which commences six months
prior to the Collection Period in which the Accumulation Period commences if the
average of the Portfolio Yield minus the Base Rate for any three consecutive
Collection Periods is less than 3.00% or (c) the Distribution Date immediately
following the Collection Period which commences nine

                                       21

<PAGE>

months prior to the Collection Period in which the Accumulation Period commences
if the average of the Portfolio Yield minus the Base Rate for any three
consecutive Collection Periods is less than 2.00%; and, provided further, that
the Reserve Account Funding Date shall be the Distribution Date immediately
following the date on which a Qualified Maturity Agreement is terminated if (a)
such Qualified Maturity Agreement is terminated because the provider of such
Qualified Maturity Agreement ceases to qualify as a Qualified Institution, (b)
such Qualified Maturity Agreement is terminated prior to the earlier of the
Expected Final Distribution Date and the commencement of the Early Amortization
Period, (c) such Qualified Maturity Agreement is terminated after the later of
the last day of the March 2005 Collection Period and, at the election of the
Transferor, the date to which the commencement of the Accumulation Period may be
postponed pursuant to Section 4.15 (as determined on the date of such
termination) and (d) the Transferor does not obtain a substitute Qualified
Maturity Agreement.

                "Reserve Account Surplus" shall mean, for any Distribution Date,
the amount, if any, by which the amount on deposit in and available to be
withdrawn from the Reserve Account on such Distribution Date (after giving
effect to all deposits or withdrawals to be made to or from the Reserve Account
on such date other than pursuant to Section 4.14(e)) exceeds the Required
Reserve Account Amount for such Distribution Date.

                "Restricted Certificate" shall mean a Collateralized Trust
Obligation.

                "Revolving Period" shall mean the period beginning on the
Closing Date and ending on the earlier of (a) the close of business on the day
preceding the commencement of the Accumulation Period and (b) the close of
business on the day preceding the commencement of the Early Amortization Period.

                "Series 2003-2" shall mean the Series the terms of which are
specified in this Series Supplement.

                "Series 2003-2 Certificate" shall mean a Class A Certificate, a
Class B Certificate, a Collateralized Trust Obligation or a Class D Certificate.

                "Series 2003-2 Certificateholder" shall mean a Class A
Certificateholder, a Class B Certificateholder, a CTO Securityholder or a Class
D Certificateholder.

                "Servicing Fee Percentage" shall mean 2.00%.

                "Shared Excess Finance Charge Collections" shall mean, for any
Collection Period, the aggregate amount for all outstanding Series in Group One
of Collections of Finance Charge Receivables which the related Supplements
specify are to be treated as "Shared Excess Finance Charge Collections" for such
Collection Period.

                "Shared Principal Collections" shall mean, for any Collection
Period, the aggregate amount for all outstanding Series in Group One of
Collections of Principal Receivables which the related Supplements specify are
to be treated as "Shared Principal Collections" for such Collection Period.

                                       22

<PAGE>

                "Special Distribution Date" shall mean each Distribution Date
with respect to the Early Amortization Period.

                "Spread Account" shall have the meaning specified in Section
4.12(a).

                "Spread Account Draw Amount" shall have the meaning specified in
Section 4.12(c).

                "Spread Account Funding Condition" shall mean, for any
Distribution Date, that (i) the amount on deposit in and available to be
withdrawn from the Spread Account on such Distribution Date (before giving
effect to any withdrawal to be made from the Spread Account on such Distribution
Date or to any reduction in the Required Spread Account Percentage to be made on
such Distribution Date) is equal to or exceeds the Required Spread Account
Amount for such Distribution Date (before giving effect to any reduction in the
Required Spread Account Percentage to be made on such Distribution Date) (the
"Current Required Spread Account Amount") and (ii) the amount on deposit in and
available to be withdrawn from the Spread Account on each of the two preceding
Distribution Dates (before giving effect to any withdrawal to be made from the
Spread Account on such Distribution Date) was equal to or exceeded the Current
Required Spread Account Amount.

                "Spread Account Release Date" shall mean the earlier of (i) the
Stated Series Termination Date and (ii) the Distribution Date on which the
Invested Amount is reduced to zero.

                "Spread Account Surplus" shall mean, for any Distribution Date,
the amount, if any, by which the amount on deposit in the Spread Account on such
Distribution Date exceeds the Required Spread Account Amount for such
Distribution Date.

                "Stated Series Termination Date" shall mean the April 2011
Distribution Date.

                "Subordinated Principal Collections" shall mean, for any
Collection Period, an amount equal to the sum of the Class B Subordinated
Principal Collections, CTO Subordinated Principal Collections and Class D
Subordinated Principal Collections for such Collection Period.

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

                "Transfer" shall mean any sale, conveyance, assignment,
hypothecation, pledge, participation or other transfer of a Class D Certificate.

                                       23

<PAGE>

                Section 3         Minimum Transferor Interest Percentage and
Minimum Aggregate Principal Receivables. The "Minimum Transferor Interest
Percentage" applicable to the Series 2003-2 Certificates shall be 0%; provided,
however, that the Transferor may, in its sole discretion, designate a higher
percentage as the Minimum Transferor Interest Percentage so long as, after
giving effect to such designation and any repurchase of Investor Certificates or
designation of Additional Accounts, the Transferor Amount shall equal or exceed
the Minimum Transferor Amount. The "Minimum Aggregate Principal Receivables"
applicable to the Series 2003-2 Certificates, as of any date, shall equal (i)
the sum of the numerators used to calculate the Invested Percentage applicable
on such date with respect to Principal Receivables or (ii) subject to the Rating
Agency Condition, such lesser amount as may be designated by the Transferor.

                Section 4         Reassignment and Transfer Terms. The Series
2003-2 Certificates may be reassigned and transferred to the Transferor on any
Distribution Date on or after which the Invested Amount is reduced to an amount
less than or equal to 10% of the Initial Invested Amount, subject to the
provisions of Section 12.2.

                Section 5         Delivery and Payment for the Certificates. The
Trustee shall deliver the Series 2003-2 Certificates when authenticated in
accordance with Section 6.2.

                Section 6         Form of Delivery of the Series 2003-2
Certificates. The Class A Certificates shall be delivered as both Registered
Certificates as provided in Section 6.1 and Book-Entry Certificates as provided
in Section 6.11. The Class B Certificates and the Collateralized Trust
Obligations shall be delivered, in part, as both Registered Certificates as
provided in Section 6.1 and Book-Entry Certificates as provided in Section 6.11
and, in part, as both Registered Certificates as provided in Section 6.1 and
Definitive Certificates. The Class D Certificates shall be delivered as both
Registered Certificates as provided in Section 6.1 and Definitive Certificates.
The Class A Certificates and the Class B Certificates shall be issued in minimum
denominations of $1,000 and in integral multiples of $1,000 in excess thereof.
The Collateralized Trust Obligations shall be issued in minimum denominations of
$100,000 and in integral multiples of $1,000 in excess thereof. The Class D
Certificates shall be issued in minimum denominations of $500,000 and in
integral multiples of $1,000 in excess thereof.

                Section 7         Servicing Compensation. The share of the
Monthly Servicing Fee allocable to the Series 2003-2 Certificateholders for any
Distribution Date (the "Investor Monthly Servicing Fee") shall be equal to
one-twelfth of the product of (a) the Servicing Fee Percentage and (b) the
Invested Amount as of the last day of the immediately preceding Collection
Period; provided, however, for the first Distribution Date, the Investor Monthly
Servicing Fee shall be equal to $1,027,777.78. The share of the Investor Monthly
Servicing Fee allocable to the Class A Certificateholders for any Distribution
Date (the "Class A Servicing Fee") shall be equal to the product of (a) the
Class A Floating Allocation Percentage divided by the Floating Allocation
Percentage, in each case for such Distribution Date, and (b) the Investor
Monthly Servicing Fee for such Distribution Date; provided, however, that for
the first Distribution Date, the Class A Servicing Fee shall be equal to
$662,916.67. The share of the Investor Monthly Servicing Fee allocable to the
Class B Certificateholders for any Distribution Date (the "Class B Servicing
Fee") shall be equal to the product of (a) the Class B Floating Allocation
Percentage divided by the Floating Allocation Percentage, in each case for such
Distribution Date, and (b) the Investor Monthly Servicing Fee for such
Distribution Date; provided, however, that for the first Distribution Date, the
Class B Servicing Fee shall be equal

                                       24

<PAGE>

to $133,611.11. The share of the Investor Monthly Servicing Fee allocable to the
CTO Securityholders for any Distribution Date (the "CTO Servicing Fee") shall be
equal to the product of (a) the CTO Floating Allocation Percentage divided by
the Floating Allocation Percentage, in each case for such Distribution Date, and
(b) the Investor Monthly Servicing Fee for such Distribution Date; provided,
however, that for the first Distribution Date, the CTO Servicing Fee shall be
equal to $115,625.00. The share of the Investor Monthly Servicing Fee allocable
to the Class D Certificateholders for any Distribution Date (the "Class D
Servicing Fee") shall be equal to the product of (a) the Class D Floating
Allocation Percentage divided by the Floating Allocation Percentage, in each
case for such Distribution Date, and (b) the Investor Monthly Servicing Fee for
such Distribution Date; provided, however, that for the first Distribution Date,
the Class D Servicing Fee shall be equal to $115,625.00. The Class A Servicing
Fee, the Class B Servicing Fee, the CTO Servicing Fee and the Class D Servicing
Fee shall be payable solely to the extent amounts are available for distribution
in respect thereof pursuant to this Series Supplement. The remainder of the
Monthly Servicing Fee shall be paid by the Transferor or from amounts allocable
to other Series (as provided in the Agreement and the Supplements relating to
such other Series) and in no event shall the Trust, the Trustee or the Series
2003-2 Certificateholders be liable for the share of the Monthly Servicing Fee
to be paid by the Transferor or from amounts allocable to any other Series.

                Section 8         Article IV of the Agreement. Any provisions of
Article IV of the Agreement which distribute Collections to the Transferor on
the basis of the Transferor Percentage shall continue to apply irrespective of
the issuance of the Series 2003-2 Certificates. Section 4.1 shall read in its
entirety as provided in the Agreement. Article IV of the Agreement (except for
Section 4.1) as it relates to Series 2003-2 shall read in its entirety as
follows:

                                   ARTICLE IV
                 RIGHTS OF SERIES 2003-2 CERTIFICATEHOLDERS AND
                    ALLOCATION AND APPLICATION OF COLLECTIONS

                Section 4.2       Collections and Allocations. (a) Collections
of Finance Charge Receivables for any Collection Period shall be allocated to
Series 2003-2 in an amount equal to the product of the amount of such
Collections and the Floating Allocation Percentage for such Collection Period.
Collections of Principal Receivables processed on any Business Day with respect
to the Revolving Period shall be allocated to Series 2003-2 in an amount equal
to the product of the amount of such Collections and the Floating Allocation
Percentage for the Collection Period in which such Business Day occurs.
Collections of Principal Receivables processed on any Business Day with respect
to the Accumulation Period or the Early Amortization Period shall be allocated
to Series 2003-2 in an amount equal to the product of the amount of such
Collections and the Fixed Allocation Percentage for the Collection Period in
which such Business Day occurs. For any Collection Period in which Additional
Accounts are included as Accounts pursuant to Section 2.6(a) or Section 2.6(b),
(i) Collections processed on any Business Day prior to the Additional Account
Closing Date applicable to such Additional Accounts shall be allocated to Series
2003-2 by applying the applicable Invested Percentage the denominator of which
equals the greater of (A) the sum of (x) the Aggregate Principal Receivables in
the Trust as of the last day of the immediately preceding Collection Period and
(y) the Excess Funding Amount at the end of such last day and (B) the sum of the
numerators

                                       25

<PAGE>

used to calculate the corresponding invested percentages for all Series
outstanding as of the date on which such determination is being made and (ii)
Collections processed on any Business Day on and after the Additional Account
Closing Date applicable to such Additional Accounts shall be allocated to Series
2003-2 by applying the applicable Invested Percentage the denominator of which
equals the greater of (A) the amount described in clause (A) of the preceding
clause (i) plus the amount of Principal Receivables in such Additional Accounts
as of such Additional Account Cut-Off Date and (B) the amount described in
clause (B) of the preceding clause (i).

                (b)     The Servicer shall apply, or shall instruct the Trustee
to apply, all Collections and other funds on deposit in the Collection Account
that are allocated to the Series 2003-2 Certificates as described in this
Article IV. During the Revolving Period and the Accumulation Period, Collections
of Finance Charge Receivables allocable to Series 2003-2 with respect to each
Collection Period shall be deposited into the Collection Account on a daily
basis until the LIBOR Determination Date for the Interest Period ending on the
Distribution Date immediately following the last day of such Collection Period;
provided, however, that, after such LIBOR Determination Date, such Collections
of Finance Charge Receivables need not be deposited into the Collection Account
on a daily basis after an amount (the "Monthly Required Deposit Amount") equal
to Monthly Interest for the following Distribution Date plus an amount equal to
the product of 150% and the Pro Forma Investor Default Amount for such
Distribution Date plus the Investor Monthly Servicing Fee for such Distribution
Date, has been deposited into the Collection Account; provided further, that, if
on such LIBOR Determination Date, the aggregate amount deposited into the
Collection Account pursuant to this sentence does not equal or exceed the
Monthly Required Deposit Amount, Class D Subordinated Principal Collections for
such Collection Period (in addition to such Collections of Finance Charge
Receivables deposited pursuant to the preceding proviso) shall be deposited into
the Collection Account on a daily basis until the aggregate amount deposited
into the Collection Account pursuant to this sentence equals the Monthly
Required Deposit Amount; and, provided further, that, if there are any
unreimbursed Investor Charge Offs on any date, such Collections of Finance
Charge Receivables shall be deposited into the Collection Account on a daily
basis until all such Investor Charge Offs have been reimbursed. During the
Revolving Period, Collections of Principal Receivables allocable to Series
2003-2 with respect to each Collection Period need not be deposited into the
Collection Account on a daily basis; provided, however, that, if the Minimum
Transferor Amount exceeds the Transferor Amount on any date, such Collections of
Principal Receivables shall be deposited into the Excess Funding Account on a
daily basis until the Transferor Amount equals the Minimum Transferor Amount;
and, provided further, that, if the sum of the Aggregate Principal Receivables
and the Excess Funding Amount is less than the Aggregate Invested Amount on any
date, such Collections of Principal Receivables shall be deposited into the
Excess Funding Account on a daily basis until the sum of the Aggregate Principal
Receivables and the Excess Funding Amount is equal to the Aggregate Invested
Amount; and, provided further, that, if there are any unreimbursed Investor
Charge Offs on any date, such Collections of Principal Receivables shall be
deposited into the Collection Account on a daily basis until all such Investor
Charge Offs have been reimbursed. During the Accumulation Period, after an
amount of Collections of Principal Receivables allocable to Series 2003-2 equal
to the Controlled Deposit Amount with respect to each Collection Period has been
deposited into the Collection Account, Collections of Principal Receivables
allocable to Series 2003-2 with respect to each Collection Period need not be
deposited into the Collection Account

                                       26

<PAGE>

on a daily basis; provided, however, that, if the Minimum Transferor Amount
exceeds the Transferor Amount on any date, such Collections of Principal
Receivables shall be deposited into the Excess Funding Account on a daily basis
until the Transferor Amount equals the Minimum Transferor Amount; and, provided
further, that, if the sum of the Aggregate Principal Receivables and the Excess
Funding Amount is less than the Aggregate Invested Amount on any date, such
Collections of Principal Receivables shall be deposited into the Excess Funding
Account on a daily basis until the sum of the Aggregate Principal Receivables
and the Excess Funding Amount is equal to the Aggregate Invested Amount; and,
provided further, that, if there are any unreimbursed Investor Charge Offs on
any date, such Collections of Principal Receivables shall be deposited into the
Collection Account on a daily basis until all such Investor Charge Offs have
been reimbursed. Notwithstanding the foregoing, the Servicer need not make daily
deposits of Collections into the Collection Account at any time when the
requirements of Section 4.1(e) are satisfied.

                Section 4.3       Determination of Monthly Interest. (a) The
amount of monthly interest ("Class A Monthly Interest") distributable from the
Collection Account with respect to the Class A Certificates on any Distribution
Date shall be an amount equal to the product of (i) the Class A Certificate Rate
for the related Interest Period, (ii) the outstanding principal amount of the
Class A Certificates as of the close of business on the preceding Distribution
Date (or, in the case of the first Distribution Date, as of the Closing Date)
and (iii) a fraction, the numerator of which is the actual number of days in
such Interest Period and the denominator of which is 360.

                On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class A Interest Shortfall"),
of (x) the Class A Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class A Monthly
Interest on such Distribution Date. If the Class A Interest Shortfall for any
Distribution Date is greater than zero, an additional amount ("Class A
Additional Interest") equal to the product of (i) the Class A Penalty Rate for
the related Interest Period, (ii) such Class A Interest Shortfall (or the
portion thereof which has not theretofore been paid to the Class A
Certificateholders) and (iii) a fraction, the numerator of which is the actual
number of days in such Interest Period and the denominator of which is 360,
shall be payable as provided herein with respect to the Class A Certificates on
each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class A Interest Shortfall is paid to the Class
A Certificateholders. Notwithstanding anything to the contrary herein, Class A
Additional Interest shall be payable or distributed to the Class A
Certificateholders only to the extent permitted by applicable law.

                (b)     The amount of monthly interest ("Class B Monthly
Interest") distributable from the Collection Account with respect to the Class B
Certificates on any Distribution Date shall be an amount equal to the product of
(i) the Class B Certificate Rate for the related Interest Period, (ii) the
outstanding principal amount of the Class B Certificates as of the close of
business on the preceding Distribution Date (or, in the case of the first
Distribution Date, as of the Closing Date) and (iii) a fraction, the numerator
of which is the actual number of days in such Interest Period and the
denominator of which is 360.

                                       27

<PAGE>

                On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
of (x) the Class B Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class B Monthly
Interest on such Distribution Date. If the Class B Interest Shortfall for any
Distribution Date is greater than zero, an additional amount ("Class B
Additional Interest") equal to the product of (i) the Class B Penalty Rate for
the related Interest Period, (ii) such Class B Interest Shortfall (or the
portion thereof which has not theretofore been paid to the Class B
Certificateholders) and (iii) a fraction, the numerator of which is the actual
number of days in such Interest Period and the denominator of which is 360,
shall be payable as provided herein with respect to the Class B Certificates on
each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class B Interest Shortfall is paid to the Class
B Certificateholders. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be payable or distributed to the Class B
Certificateholders only to the extent permitted by applicable law.

                (c)     The amount of monthly interest ("CTO Monthly Interest")
distributable from the Collection Account with respect to the Collateralized
Trust Obligations on any Distribution Date shall be an amount equal to the
product of (i) the CTO Interest Rate for the related Interest Period, (ii) the
outstanding principal amount of the Collateralized Trust Obligations as of the
close of business on the preceding Distribution Date (or, in the case of the
first Distribution Date, as of the Closing Date) and (iii) a fraction, the
numerator of which is the actual number of days in such Interest Period and the
denominator of which is 360.

                On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "CTO Interest Shortfall"), of
(x) the CTO Monthly Interest for such Distribution Date over (y) the aggregate
amount of funds allocated and available to pay such CTO Monthly Interest on such
Distribution Date. If the CTO Interest Shortfall for any Distribution Date is
greater than zero, an additional amount ("CTO Additional Interest") equal to the
product of (i) the CTO Penalty Rate for the related Interest Period, (ii) such
CTO Interest Shortfall (or the portion thereof which has not theretofore been
paid to the CTO Securityholders) and (iii) a fraction, the numerator of which is
the actual number of days in such Interest Period and the denominator of which
is 360, shall be payable as provided herein with respect to the Collateralized
Trust Obligations on each Distribution Date following such Distribution Date to
and including the Distribution Date on which such CTO Interest Shortfall is paid
to the CTO Securityholders. Notwithstanding anything to the contrary herein, CTO
Additional Interest shall be payable or distributed to the CTO Securityholders
only to the extent permitted by applicable law.

                (d)     The amount of monthly interest ("Class D Monthly
Interest") distributable from the Collection Account with respect to the Class D
Certificates on any Distribution Date shall be an amount equal to the product of
(i) the Class D Certificate Rate for the related Interest Period, (ii) the
outstanding principal amount of the Class D Certificates as of the close of
business on the preceding Distribution Date (or, in the case of the first
Distribution Date, as of the Closing Date) and (iii) a fraction, the numerator
of which is the actual number of days in such Interest Period and the
denominator of which is 360.

                                       28

<PAGE>

                On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class D Interest Shortfall"),
of (x) the Class D Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class D Monthly
Interest on such Distribution Date. If the Class D Interest Shortfall for any
Distribution Date is greater than zero, an additional amount ("Class D
Additional Interest") equal to the product of (i) the Class D Penalty Rate for
the related Interest Period, (ii) such Class D Interest Shortfall (or the
portion thereof which has not theretofore been paid to the Class D
Certificateholders) and (iii) a fraction, the numerator of which is the actual
number of days in such Interest Period and the denominator of which is 360,
shall be payable as provided herein with respect to the Class D Certificates on
each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class D Interest Shortfall is paid to the Class
D Certificateholders. Notwithstanding anything to the contrary herein, Class D
Additional Interest shall be payable or distributed to the Class D
Certificateholders only to the extent permitted by applicable law.

                Section 4.3A      Determination of LIBOR. (a) On each LIBOR
Determination Date, the Trustee shall determine LIBOR for the following Interest
Period on the basis of the rate for deposits in United States dollars for a
one-month period which appears on Telerate Page 3750 as of 11:00 a.m., London
time, on such LIBOR Determination Date. If such rate does not appear on Telerate
Page 3750, LIBOR for such Interest Period shall be determined on the basis of
the rates at which deposits in United States dollars are offered by the
Reference Banks at approximately 11:00 a.m., London time, on such LIBOR
Determination Date to prime banks in the London interbank market for a one-month
period. The Trustee shall request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that LIBOR Determination Date shall be the
arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, LIBOR for that LIBOR Determination Date shall be the arithmetic mean
of the rates quoted by four major banks in New York City, selected by the
Servicer, at approximately 11:00 a.m., New York City time, on that day for loans
in United States dollars to leading European banks for a one-month period.

                (b)     The Class A Certificate Rate, the Class B Certificate
Rate, the CTO Interest Rate and the Class D Certificate Rate applicable to the
then current and the immediately preceding Interest Periods may be obtained by
any Series 2003-2 Certificateholder by telephoning the Trustee at its Corporate
Trust Office at (800) 735-7777.

                (c)     On each LIBOR Determination Date, the Trustee shall
send to the Servicer by facsimile notification of LIBOR for the following
Interest Period.

                Section 4.4       Determination of Monthly Principal. (a) The
"Class A Monthly Principal" for each Distribution Date, beginning with the first
Distribution Date with respect to the Accumulation Period or the Early
Amortization Period, shall be equal to the least of (x) the Available Principal
Collections for such Distribution Date, (y) for each Distribution Date with
respect to the Accumulation Period, the Controlled Deposit Amount for such
Distribution Date and (z) the Class A Invested Amount as of such Distribution
Date plus the aggregate amount of Collections of Principal Receivables
transferred to the Principal Funding Account in respect of Class A Monthly
Principal pursuant to Section 4.6(h) on or after the first day of the preceding

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Collection Period; provided, however, that, if, as a result of the application
of Section 4.16(d), the Accumulation Period shall commence after the later of
the last day of the March 2005 Collection Period and the date to which the
commencement of the Accumulation Period may be postponed pursuant to Section
4.15, Class A Monthly Principal for each Distribution Date with respect to the
Accumulation Period shall be calculated without regard to clause (y) above.

                (b)     The "Class B Monthly Principal" for each Distribution
Date, beginning with the Class B Principal Commencement Date, shall be equal to
the least of (x) the Available Principal Collections for such Distribution Date
minus the portion of such Available Principal Collections applied in respect of
Class A Monthly Principal on or before such Distribution Date, (y) for each
Distribution Date with respect to the Accumulation Period, the Controlled
Deposit Amount for such Distribution Date minus the Class A Monthly Principal
for such Distribution Date and (z) the Class B Invested Amount as of such
Distribution Date plus the aggregate amount of Collections of Principal
Receivables transferred to the Principal Funding Account in respect of Class B
Monthly Principal pursuant to Section 4.6(h) on or after the first day of the
preceding Collection Period; provided, however, that, if, as a result of the
application of Section 4.16(d), the Accumulation Period shall commence after the
later of the last day of the March 2005 Collection Period and the date to which
the commencement of the Accumulation Period may be postponed pursuant to Section
4.15, Class B Monthly Principal for each Distribution Date with respect to the
Accumulation Period shall be calculated without regard to clause (y) above.

                (c)     The "CTO Monthly Principal" for each Distribution Date,
beginning with the CTO Principal Commencement Date, shall be equal to the least
of (x) the Available Principal Collections for such Distribution Date minus the
portion of such Available Principal Collections applied in respect of Class A
Monthly Principal or Class B Monthly Principal on or before such Distribution
Date, (y) for each Distribution Date with respect to the Accumulation Period,
the Controlled Deposit Amount for such Distribution Date minus the sum of the
Class A Monthly Principal for such Distribution Date and the Class B Monthly
Principal for such Distribution Date and (z) the CTO Invested Amount as of such
Distribution Date plus the aggregate amount of Collections of Principal
Receivables transferred to the Principal Funding Account in respect of CTO
Monthly Principal pursuant to Section 4.6(h) on or after the first day of the
preceding Collection Period; provided, however, that, if, as a result of the
application of Section 4.16(d), the Accumulation Period shall commence after the
later of the last day of the March 2005 Collection Period and the date to which
the commencement of the Accumulation Period may be postponed pursuant to Section
4.15, CTO Monthly Principal for each Distribution Date with respect to the
Accumulation Period shall be calculated without regard to clause (y) above.

                (d)     The "Class D Monthly Principal" for each Distribution
Date on or after the Distribution Date on which the Class A Certificates, the
Class B Certificates and the Collateralized Trust Obligations are paid in full
shall be equal to the lesser of (x) the Available Principal Collections for such
Distribution Date minus the portion of such Available Principal Collections
applied in respect of Class A Monthly Principal, Class B Monthly Principal or
CTO Monthly Principal on or before such Distribution Date and (y) the Class D
Invested Amount as of such Distribution Date.

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<PAGE>

                Section 4.5       Required Amount. (a) On each Determination
Date, the Servicer shall determine for the following Distribution Date the
amount (the "Class A Required Amount"), if any, by which (x) the sum of (i) the
Class A Monthly Interest for such following Distribution Date, (ii) any Class A
Monthly Interest previously due but not distributed to the Class A
Certificateholders on a prior Distribution Date, (iii) any Class A Additional
Interest for such following Distribution Date and any Class A Additional
Interest previously due but not distributed to the Class A Certificateholders on
a prior Distribution Date, (iv) the Class A Allocable Amount, if any, for such
following Distribution Date and (v) the Class A Servicing Fee for such following
Distribution Date and the amount of any Class A Servicing Fee previously due but
not distributed to the Servicer on a prior Distribution Date exceeds (y) Class A
Available Funds with respect to the preceding Collection Period. In the event
that the Class A Required Amount for any Distribution Date is greater than zero,
all or a portion of the Excess Spread and the Shared Excess Finance Charge
Collections allocable to Series 2003-2 pursuant to Section 4.1(h) with respect
to the preceding Collection Period in an amount equal to the Class A Required
Amount for such Distribution Date shall be distributed from the Collection
Account on such Distribution Date pursuant to Section 4.8(a). In the event that
the Class A Required Amount for any Distribution Date exceeds the amount of the
Excess Spread and the Shared Excess Finance Charge Collections allocable to
Series 2003-2 with respect to the preceding Collection Period, all or a portion
of the Subordinated Principal Collections for such Collection Period in an
amount equal to such excess shall be distributed from the Collection Account on
such Distribution Date pursuant to Section 4.9(a).

                (b)     On each Determination Date, the Servicer shall
determine for the following Distribution Date the amount (the "Class B Required
Amount"), if any, equal to the sum of (x) the amount, if any, by which the sum
of (i) the Class B Monthly Interest for such following Distribution Date, (ii)
any Class B Monthly Interest previously due but not distributed to the Class B
Certificateholders on a prior Distribution Date, (iii) any Class B Additional
Interest for such following Distribution Date and any Class B Additional
Interest previously due but not distributed to the Class B Certificateholders on
a prior Distribution Date and (iv) the Class B Servicing Fee for such following
Distribution Date and the amount of any Class B Servicing Fee previously due but
not distributed to the Servicer on a prior Distribution Date exceeds Class B
Available Funds with respect to the preceding Collection Period and (y) the
Class B Allocable Amount, if any, for such following Distribution Date. In the
event that the Class B Required Amount for any Distribution Date is greater than
zero, all or a portion of the Excess Spread and the Shared Excess Finance Charge
Collections allocable to Series 2003-2 pursuant to Section 4.1(h) with respect
to the preceding Collection Period (other than Excess Spread and Shared Excess
Finance Charge Collections applied pursuant to Section 4.8(a) or (b)) shall be
distributed from the Collection Account on such Distribution Date pursuant to
Sections 4.8(c) and (d). In the event that the Class B Required Amount for any
Distribution Date exceeds the amount of the Excess Spread and the Shared Excess
Finance Charge Collections allocable to Series 2003-2 with respect to the
preceding Collection Period and not applied pursuant to Section 4.8(a) or (b),
all or a portion of the Subordinated Principal Collections for such Collection
Period (other than the portion of the Subordinated Principal Collections applied
to fund the Class A Required Amount and other than Class B Subordinated
Principal Collections) in an amount equal to such excess shall be distributed
from the Collection Account on such Distribution Date pursuant to Section
4.9(b).

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<PAGE>

                (c)     On each Determination Date, the Servicer shall
determine for the following Distribution Date the amount (the "CTO Required
Amount"), if any, equal to the sum of (x) the amount, if any, by which the sum
of (i) the CTO Monthly Interest for such following Distribution Date, (ii) any
CTO Monthly Interest previously due but not distributed to the CTO
Securityholders on a prior Distribution Date, (iii) any CTO Additional Interest
for such following Distribution Date and any CTO Additional Interest previously
due but not distributed to the CTO Securityholders on a prior Distribution Date
and (iv) the CTO Servicing Fee for such following Distribution Date and the
amount of any CTO Servicing Fee previously due but not distributed to the
Servicer on a prior Distribution Date exceeds the amount available to make
payments with respect thereto pursuant to Sections 4.6(c)(i), 4.6(c)(ii), 4.8(f)
and 4.8(g) with respect to the preceding Collection Period and (y) the amount,
if any, by which the CTO Allocable Amount, if any, for such Distribution Date
exceeds the amount available to make payments with respect thereto pursuant to
Section 4.8(i). In the event that the amount calculated pursuant to clause (x)
above for any Distribution Date is greater than zero, all or a portion of the
Available Spread Account Amount for such Distribution Date shall be applied to
fund such amount pursuant to Section 4.12(d). In the event that the CTO Required
Amount for any Distribution Date exceeds the portion of the Available Spread
Account Amount applied to fund the amount calculated pursuant to clause (x)
above, all or a portion of the Subordinated Principal Collections with respect
to the preceding Collection Period (other than the portion of the Subordinated
Principal Collections applied to fund the Class A Required Amount or the Class B
Required Amount and other than Class B Subordinated Principal Collections or CTO
Subordinated Principal Collections) in an amount equal to such excess shall be
distributed from the Collection Account on such Distribution Date pursuant to
Section 4.9(c).

                Section 4.6       Application of Class A Available Funds, Class
B Available Funds, CTO Available Funds, Class D Available Funds and Collections
of Principal Receivables. The Servicer shall apply or shall instruct the Trustee
to apply, on each Distribution Date, Class A Available Funds, Class B Available
Funds, CTO Available Funds, Class D Available Funds and Collections of Principal
Receivables allocable to Series 2003-2 on deposit in the Collection Account with
respect to the Collection Period immediately preceding such Distribution Date to
make the following distributions:

                (a)     On each Distribution Date, Class A Available Funds with
respect to the Collection Period immediately preceding such Distribution Date
shall be applied in the following priority:

                        (i)     an amount equal to Class A Monthly Interest for
        such Distribution Date, plus the amount of any Class A Monthly Interest
        previously due but not distributed to the Class A Certificateholders on
        a prior Distribution Date, plus the amount of any Class A Additional
        Interest for such Distribution Date and any Class A Additional Interest
        previously due but not distributed to the Class A Certificateholders on
        a prior Distribution Date, shall be distributed to the Paying Agent for
        payment to the Class A Certificateholders;

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<PAGE>

                        (ii)    an amount equal to the Class A Servicing Fee for
        such Distribution Date, plus the amount of any Class A Servicing Fee
        previously due but not distributed to the Servicer on a prior
        Distribution Date, shall be distributed to the Servicer;

                        (iii)   an amount equal to the Class A Allocable Amount
        for such Distribution Date shall be included in Available Principal
        Collections for such Distribution Date; and

                        (iv)    the balance, if any, shall constitute Excess
        Spread and shall be allocated and distributed as set forth in Section
        4.8.

                (b)     On each Distribution Date, Class B Available Funds with
respect to the Collection Period immediately preceding such Distribution Date
shall be applied in the following priority:

                        (i)     an amount equal to Class B Monthly Interest for
        such Distribution Date plus the amount of any Class B Monthly Interest
        previously due but not distributed to the Class B Certificateholders on
        a prior Distribution Date, plus the amount of any Class B Additional
        Interest for such Distribution Date and any Class B Additional Interest
        previously due but not distributed to the Class B Certificateholders on
        a prior Distribution Date, shall be distributed to the Paying Agent for
        payment to the Class B Certificateholders;

                        (ii)    an amount equal to the Class B Servicing Fee for
        such Distribution Date, plus the amount of any Class B Servicing Fee
        previously due but not distributed to the Servicer on a prior
        Distribution 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
        4.8.

                (c)     On each Distribution Date, CTO Available Funds with
respect to the Collection Period immediately preceding such Distribution Date
shall be applied in the following priority:

                        (i)     an amount equal to CTO Monthly Interest for such
        Distribution Date plus the amount of any CTO Monthly Interest previously
        due but not distributed to the CTO Securityholders on a prior
        Distribution Date, plus the amount of any CTO Additional Interest for
        such Distribution Date and any CTO Additional Interest previously due
        but not distributed to the CTO Securityholders on a prior Distribution
        Date, shall be distributed to the Paying Agent for payment to the CTO
        Securityholders;

                        (ii)    an amount equal to the CTO Servicing Fee for
        such Distribution Date, plus the amount of any CTO Servicing Fee
        previously due but not distributed to the Servicer on a prior
        Distribution 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
        4.8.

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<PAGE>

                (d)     On each Distribution Date, Class D Available Funds with
respect to the Collection Period immediately preceding such Distribution Date
shall be applied in the following priority:

                        (i)     an amount equal to the Class D Servicing Fee for
        such Distribution Date, plus the amount of any Class D Servicing Fee
        previously due but not distributed to the Servicer on a prior
        Distribution 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
        4.8.

                (e)     [RESERVED].

                (f)     On each Distribution Date with respect to the Revolving
Period, Available Principal Collections for such Distribution Date shall be
treated as "Shared Principal Collections" with respect to Group One and shall be
applied in accordance with Section 4.1(g) (and shall be retained in the Excess
Funding Account if required by Section 4.1(g)).

                (g)     On each Distribution Date with respect to the
Accumulation Period or the Early Amortization Period, Available Principal
Collections for such Distribution Date shall be applied in the following
priority:

                        (i)     an amount equal to Class A Monthly Principal for
        such Distribution Date (minus the aggregate amount of Collections of
        Principal Receivables with respect to the preceding Collection Period
        transferred to the Principal Funding Account in respect of Class A
        Monthly Principal pursuant to Section 4.6(h)) shall, during the
        Accumulation Period, be deposited in the Principal Funding Account for
        payment to the Class A Certificateholders on the earlier to occur of the
        Expected Final Distribution Date and the first Special Distribution Date
        and, during the Early Amortization Period, be distributed to the Paying
        Agent for payment to the Class A Certificateholders;

                        (ii)    an amount equal to Class B Monthly Principal for
        such Distribution Date (minus the aggregate amount of Collections of
        Principal Receivables with respect to the preceding Collection Period
        transferred to the Principal Funding Account in respect of Class B
        Monthly Principal pursuant to Section 4.6(h)) shall, during the
        Accumulation Period, be deposited in the Principal Funding Account for
        payment to the Class B Certificateholders on the earlier to occur of the
        Expected Final Distribution Date and the first Special Distribution Date
        and, during the Early Amortization Period, be distributed to the Paying
        Agent for payment to the Class B Certificateholders;

                        (iii)   an amount equal to CTO Monthly Principal for
        such Distribution Date (minus the aggregate amount of Collections of
        Principal Receivables with respect to the preceding Collection Period
        transferred to the Principal Funding Account in respect of CTO Monthly
        Principal pursuant to Section 4.6(h)) shall, during the Accumulation
        Period, be deposited in the Principal Funding Account for payment to the
        CTO Securityholders on the earlier to occur of the Expected Final
        Distribution Date and the

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<PAGE>

        first Special Distribution Date and, during the Early Amortization
        Period, be distributed to the Paying Agent for payment to the CTO
        Securityholders;

                        (iv)    [RESERVED];

                        (v)     an amount equal to the lesser of the balance, if
        any, and the Class D Monthly Principal for such Distribution Date shall
        be distributed to the Paying Agent for payment to the Class D
        Certificateholders; and

                        (vi)    the balance, if any, shall be treated as "Shared
        Principal Collections" with respect to Group One and shall be applied in
        accordance with Section 4.1(g) (and shall be retained in the Excess
        Funding Account if required by Section 4.1(g)).

                (h)     On any Business Day during the Accumulation Period, the
Servicer may, in its sole discretion, direct the Trustee to transfer (and the
Trustee, at the written direction of the Servicer, shall transfer) the
Collections of Principal Receivables allocated to Series 2003-2 and on deposit
in the Collection Account on such Business Day to the Principal Funding Account;
provided, however, that the aggregate amount transferred from the Collection
Account to the Principal Funding Account for any Collection Period pursuant to
this Section 4.6(h) shall not exceed the Controlled Deposit Amount for the
following Distribution Date; and, provided further, that if, on any
Determination Date, the Servicer determines that the amount transferred from the
Collection Account to the Principal Funding Account for any Collection Period
pursuant to this Section 4.6(h) exceeded the sum of the Class A Monthly
Principal, Class B Monthly Principal and CTO Monthly Principal for the following
Distribution Date, the Trustee shall, at the written direction of the Servicer,
transfer an amount equal to such excess from the Principal Funding Account to
the Collection Account. The aggregate amount transferred from the Collection
Account to the Principal Funding Account for any Collection Period pursuant to
this Section 4.6(h) (i) shall be deemed to be in respect of Class A Monthly
Principal until the aggregate amount on deposit in the Principal Funding Account
equals the outstanding principal balance of the Class A Certificates, (ii) after
the aggregate amount on deposit in the Principal Funding Account equals the
outstanding principal balance of the Class A Certificates, shall be deemed to be
in respect of Class B Monthly Principal until the aggregate amount on deposit in
the Principal Funding Account equals the outstanding principal balance of the
Class A Certificates and the Class B Certificates and (iii) after the aggregate
amount on deposit in the Principal Funding Account equals the outstanding
principal balance of the Class A Certificates and the Class B Certificates,
shall be deemed to be in respect of CTO Monthly Principal until the aggregate
amount on deposit in the Principal Funding Account equals the outstanding
principal balance of the Class A Certificates, the Class B Certificates and the
Collateralized Trust Obligations.

                (i)     Upon the earlier to occur of the Expected Final
Distribution Date and the first Special Distribution Date, the Trustee, at the
written direction of the Servicer, shall withdraw from the Principal Funding
Account all amounts, if any, on deposit in the Principal Funding Account and
shall apply such amounts to make the following distributions in the following
priority:

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<PAGE>

                        (i)     to the Class A Certificateholders, until the
        Class A Invested Amount is reduced to zero;

                        (ii)    to the Class B Certificateholders until the
        Class B Invested Amount is reduced to zero; and

                        (iii)   to the CTO Securityholders until the CTO
        Invested Amount is reduced to zero.

                Section 4.7       Defaulted Amounts; Adjustment Amounts;
Investor Charge Offs; Reductions of Adjustment Amounts. (a) On each
Determination Date, the Servicer shall calculate the Class A Required Amount, if
any, for the following Distribution Date. If, on any Distribution Date, the
Class A Required Amount for such Distribution Date exceeds the sum of (x) the
amount of Excess Spread and Shared Excess Finance Charge Collections available
to fund the Class A Required Amount for such Distribution Date pursuant to
Section 4.8(a) and (y) the amount of Subordinated Principal Collections
available to fund the Class A Required Amount for such Distribution Date
pursuant to Section 4.9(a), then the Class D Invested Amount (after giving
effect to any reduction thereof pursuant to Section 4.7(d) and any reduction
thereof resulting from the application of Subordinated Principal Collections
pursuant to Section 4.9) shall be reduced by the amount of such excess, but not
by more than the excess of the Class A Allocable Amount for such Distribution
Date over the sum of the amount of Class A Available Funds, Excess Spread and
Shared Excess Finance Charge Collections used to fund the Class A Allocable
Amount for such Distribution Date and the amount of Subordinated Principal
Collections used to fund the Class A Allocable Amount for such Distribution
Date. In the event that such reduction would cause the Class D Invested Amount
to be a negative number, the Class D Invested Amount shall be reduced to zero
and the CTO Invested Amount (after giving effect to any reduction thereof
pursuant to Section 4.7(c) and any reduction thereof resulting from the
application of Subordinated Principal Collections pursuant to Section 4.9) shall
be reduced by the amount by which the Class D Invested Amount would have been
reduced below zero, but not by more than the excess, if any, of the Class A
Allocable Amount for such Distribution Date over the sum of the amount of such
reduction, if any, of the Class D Invested Amount as of such Distribution Date,
the amount of Class A Available Funds, Excess Spread and Shared Excess Finance
Charge Collections used to fund the Class A Allocable Amount for such
Distribution Date and the amount of Subordinated Principal Collections used to
fund the Class A Allocable Amount for such Distribution Date. In the event that
such reduction would cause the CTO Invested Amount to be a negative number, the
CTO Invested Amount shall be reduced to zero and the Class B Invested Amount
(after giving effect to any reduction thereof pursuant to Section 4.7(b) and any
reduction thereof resulting from the application of Subordinated Principal
Collections pursuant to Section 4.9) shall be reduced by the amount by which the
CTO Invested Amount would have been reduced below zero, but not by more than the
excess, if any, of the Class A Allocable Amount for such Distribution Date over
the sum of the aggregate amount of the reductions, if any, of the Class D
Invested Amount and the CTO Invested Amount as of such Distribution Date, the
amount of Class A Available Funds, Excess Spread and Shared Excess Finance
Charge Collections used to fund the Class A Allocable Amount for such
Distribution Date and the amount of Subordinated Principal Collections used to
fund the Class A Allocable Amount for such Distribution Date. In the event that
such reduction would cause the Class B

                                       36

<PAGE>

Invested Amount to be a negative number, the Class B Invested Amount shall be
reduced to zero and the Class A Invested Amount shall be reduced by the amount
by which the Class B Invested Amount would have been reduced below zero, but not
by more than the excess, if any, of the Class A Allocable Amount for such
Distribution Date over the sum of the aggregate amount of the reductions, if
any, of the Class D Invested Amount, the CTO Invested Amount and the Class B
Invested Amount as of such Distribution Date, the amount of Class A Available
Funds, Excess Spread and Shared Excess Finance Charge Collections used to fund
the Class A Allocable Amount for such Distribution Date and the amount of
Subordinated Principal Collections used to fund the Class A Allocable Amount for
such Distribution Date (a "Class A Investor Charge Off"); provided, however,
that the Class A Invested Amount shall not be reduced below zero. Class A
Investor Charge Offs shall thereafter be reimbursed and the Class A Invested
Amount increased (but not by an amount in excess of the aggregate unreimbursed
Class A Investor Charge Offs) on any Distribution Date by the amount of Excess
Spread and Shared Excess Finance Charge Collections allocated and available for
that purpose pursuant to Section 4.8(b) and, without duplication, the aggregate
amount of the reductions of the Series Adjustment Amount allocated to the Class
A Invested Amount pursuant to Section 4.7(g).

                (b)     On each Determination Date, the Servicer shall calculate
the Class B Required Amount, if any, for the following Distribution Date. If, on
any Distribution Date, the Class B Required Amount for such Distribution Date
exceeds the sum of (x) the amount of Excess Spread and Shared Excess Finance
Charge Collections available to fund the Class B Required Amount for such
Distribution Date pursuant to Section 4.8(c) and (d) and (y) the amount of
Subordinated Principal Collections available to fund the Class B Required Amount
for such Distribution Date pursuant to Section 4.9(b), then the Class D Invested
Amount (after giving effect to any reduction thereof pursuant to Section 4.7(a)
or (d) and any reduction thereof resulting from the application of Subordinated
Principal Collections pursuant to Section 4.9) shall be reduced by the amount of
such excess, but not by more than the excess of the Class B Allocable Amount for
such Distribution Date over the sum of the amount of Excess Spread and Shared
Excess Finance Charge Collections used to fund the Class B Allocable Amount for
such Distribution Date and the amount of Subordinated Principal Collections used
to fund the Class B Allocable Amount for such Distribution Date. In the event
that such reduction would cause the Class D Invested Amount to be a negative
number, the Class D Invested Amount shall be reduced to zero and the CTO
Invested Amount (after giving effect to any reduction thereof pursuant to
Section 4.7(a) or (c) and any reduction thereof resulting from the application
of Subordinated Principal Collections pursuant to Section 4.9) shall be reduced
by the amount by which the Class D Invested Amount would have been reduced below
zero, but not by more than the excess, if any, of the Class B Allocable Amount
for such Distribution Date over the sum of the aggregate amount of the
reductions, if any, of the Class D Invested Amount as of such Distribution Date,
the amount of Excess Spread and Shared Excess Finance Charge Collections used to
fund the Class B Allocable Amount for such Distribution Date and the amount of
Subordinated Principal Collections used to fund the Class B Allocable Amount for
such Distribution Date. In the event that such reduction would cause the CTO
Invested Amount to be a negative number, the CTO Invested Amount shall be
reduced to zero and the Class B Invested Amount shall be reduced by the amount
by which the CTO Invested Amount would have been reduced below zero, but not by
more than the excess, if any, of the Class B Allocable Amount for such
Distribution Date over the sum of the aggregate amount of the reductions, if
any, of the

                                       37

<PAGE>

Class D Invested Amount and the CTO Invested Amount as of such Distribution
Date, the amount of Excess Spread and Shared Excess Finance Charge Collections
used to fund the Class B Allocable Amount for such Distribution Date and the
amount of Subordinated Principal Collections used to fund the Class B Allocable
Amount for such Distribution Date (a "Class B Investor Charge Off"); provided,
however, that the Class B Invested Amount shall not be reduced below zero. Class
B Investor Charge Offs shall thereafter be reimbursed and the Class B Invested
Amount increased (but not by an amount in excess of the aggregate unreimbursed
Class B Investor Charge Offs) on any Distribution Date by the amount of Excess
Spread and Shared Excess Finance Charge Collections allocated and available for
that purpose pursuant to Section 4.8(e) and, without duplication, the aggregate
amount of the reductions of the Series Adjustment Amount allocated to the Class
B Invested Amount pursuant to Section 4.7(g).

                (c)     On each Determination Date, the Servicer shall calculate
the CTO Allocable Amount, if any, for the following Distribution Date. If, on
any Distribution Date, the CTO Allocable Amount for such Distribution Date
exceeds the sum of (x) the amount of Excess Spread and Shared Excess Finance
Charge Collections available to fund the CTO Allocable Amount for such
Distribution Date pursuant to Section 4.8(i) and (y) the amount of Subordinated
Principal Collections available to fund the CTO Allocable Amount for such
Distribution Date pursuant to Section 4.9(c), then the Class D Invested Amount
(after giving effect to any reduction thereof pursuant to Section 4.7(a), (b) or
(d) and any reduction thereof resulting from the application of Subordinated
Principal Collections pursuant to Section 4.9) shall be reduced by the amount of
such excess. In the event that such reduction would cause the Class D Invested
Amount to be a negative number, the Class D Invested Amount shall be reduced to
zero and the CTO Invested Amount shall be reduced by the amount by which the
Class D Invested Amount would have been reduced below zero, but not by more than
the excess, if any, of the CTO Allocable Amount for such Distribution Date over
the sum of the aggregate amount of the reductions, if any, of the Class D
Invested Amount as of such Distribution Date, the amount of Excess Spread and
Shared Excess Finance Charge Collections used to fund the CTO Allocable Amount
for such Distribution Date and the amount of Subordinated Principal Collections
used to fund the CTO Allocable Amount for such Distribution Date (a "CTO
Investor Charge Off"); provided, however, that the CTO Invested Amount shall not
be reduced below zero. CTO Investor Charge Offs shall thereafter be reimbursed
and the CTO Invested Amount increased (but not by an amount in excess of the
aggregate unreimbursed CTO Investor Charge Offs) on any Distribution Date by the
amount of Excess Spread and Shared Excess Finance Charge Collections allocated
and available for that purpose pursuant to Section 4.8(j) and, without
duplication, the aggregate amount of the reductions of the Series Adjustment
Amount allocated to the CTO Invested Amount pursuant to Section 4.7(g).

                (d)     On each Determination Date, the Servicer shall calculate
the Class D Allocable Amount, if any, for the following Distribution Date. If,
on any Distribution Date, the Class D Allocable Amount for such Distribution
Date exceeds the amount of Excess Spread and Shared Excess Finance Charge
Collections available to fund the Class D Allocable Amount for such Distribution
Date pursuant to Section 4.8(m), then the Class D Invested Amount shall be
reduced by the amount of such excess (a "Class D Investor Charge Off");
provided, however, that the Class D Invested Amount shall not be reduced below
zero. Class D Investor Charge Offs shall thereafter be reimbursed and the Class
D Invested Amount increased (but not by an

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<PAGE>

amount in excess of the aggregate unreimbursed Class D Investor Charge Offs) on
any Distribution Date by the amount of Excess Spread and Shared Excess Finance
Charge Collections allocated and available for that purpose pursuant to Section
4.8(n) and, without duplication, the aggregate amount of the reductions of the
Series Adjustment Amount allocated to the Class D Invested Amount pursuant to
Section 4.7(g).

                (e)     [RESERVED].

                (f)     Whenever funds or other amounts are available hereunder
to fund the Class A Allocable Amount for any Distribution Date, such funds or
other amounts shall be applied first to fund the Class A Default Amount for such
Distribution Date and then to fund the Class A Adjustment Amount for such
Distribution Date. Whenever funds or other amounts are available hereunder to
fund the Class B Allocable Amount for any Distribution Date, such funds or other
amounts shall be applied first to fund the Class B Default Amount for such
Distribution Date and then to fund the Class B Adjustment Amount for such
Distribution Date. Whenever funds or other amounts are available hereunder to
fund the CTO Allocable Amount for any Distribution Date, such funds or other
amounts shall be applied first to fund the CTO Default Amount for such
Distribution Date and then to fund the CTO Adjustment Amount for such
Distribution Date. Whenever funds or other amounts are available hereunder to
fund the Class D Allocable Amount for any Distribution Date, such funds or other
amounts shall be applied first to fund the Class D Default Amount for such
Distribution Date and then to fund the Class D Adjustment Amount for such
Distribution Date.

                (g)     Any reduction of the Series Adjustment Amount for
Series 2003-2 as a result of the deposit of funds into the Excess Funding
Account, the repurchase or other repayment of Investor Certificates or the
increase of Principal Receivables in the Trust shall be allocated first to the
Class A Certificates, then to the Class B Certificates, then to the
Collateralized Trust Obligations and finally to the Class D Certificates, in
each case to the extent of any unreimbursed reduction of the Invested Amount
thereof attributable to Series Adjustment Amounts.

                Section 4.8       Excess Spread; Shared Excess Finance Charge
Collections. The Servicer shall apply, or shall instruct the Trustee to apply,
on each Distribution Date, Excess Spread and Shared Excess Finance Charge
Collections allocable to Series 2003-2 pursuant to Section 4.1(h) with respect
to the preceding Collection Period, to make the following distributions in the
following priority:

                (a)     an amount equal to the Class A Required Amount, if any,
for such Distribution Date shall be distributed by the Trustee to fund any
deficiency pursuant to Sections 4.6(a)(i), (ii) and (iii), in that order of
priority;

                (b)     an amount equal to the aggregate amount of Class A
Investor Charge Offs which have not been previously reimbursed shall be included
in Available Principal Collections for such Distribution Date;

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<PAGE>

                (c)     an amount equal to the amount calculated for such
Distribution Date pursuant to clause (x) of Section 4.5(b) shall be distributed
by the Trustee to fund any deficiency pursuant to Sections 4.6(b)(i) and (ii),
in that order of priority;

                (d)     an amount equal to the Class B Allocable Amount for such
Distribution Date shall be included in Available Principal Collections for such
Distribution Date;

                (e)     an amount equal to the aggregate amount by which the
Class B Invested Amount has been reduced on all prior Distribution Dates
pursuant to clauses (d), (e) and (f) of the definition of "Class B Invested
Amount" (but not in excess of the aggregate amount of such reductions which have
not been previously reimbursed) shall be included in Available Principal
Collections for such Distribution Date;

                (f)     an amount equal to the CTO Monthly Interest for such
Distribution Date, plus the amount of CTO Monthly Interest previously due but
not distributed to the CTO Securityholders on a prior Distribution Date, plus
the amount of CTO Additional Interest for such Distribution Date and any CTO
Additional Interest previously due but not distributed to the CTO
Securityholders on a prior Distribution Date, in each case to the extent not
paid pursuant to Section 4.6(c)(i), shall be distributed to the Paying Agent for
payment to the CTO Securityholders;

                (g)     an amount equal to the CTO Servicing Fee for such
Distribution Date plus the amount of any CTO Servicing Fee previously due but
not distributed to the Servicer on a prior Distribution Date, in each case to
the extent not paid pursuant to Section 4.6(c)(ii), shall be distributed to the
Servicer;

                (h)     an amount equal to the Class D Servicing Fee for such
Distribution Date plus the amount of any Class D Servicing Fee previously due
but not distributed to the Servicer on a prior Distribution Date, in each case
to the extent not paid pursuant to Section 4.6(d)(i), shall be distributed to
the Servicer;

                (i)     an amount equal to the CTO Allocable Amount for such
Distribution Date shall be included in Available Principal Collections for such
Distribution Date;

                (j)     an amount equal to the aggregate amount by which the CTO
Invested Amount has been reduced on all prior Distribution Dates pursuant to
clauses (d), (e) and (f) of the definition of "CTO Invested Amount" (but not in
excess of the aggregate amount of such reductions which have not been previously
reimbursed) shall be included in Available Principal Collections for such
Distribution Date;

                (k)     an amount equal to the excess, if any, of the Required
Reserve Account Amount for such Distribution Date over the Available Reserve
Account Amount for such Distribution Date shall be deposited into the Reserve
Account;

                (l)     an amount equal to the excess, if any, of the Required
Spread Account Amount for such Distribution Date over the Available Spread
Account Amount for such Distribution Date shall be deposited into the Spread
Account;

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<PAGE>

                (m)     an amount equal to the Class D Allocable Amount for such
Distribution Date shall be included in Available Principal Collections for such
Distribution Date;

                (n)     an amount equal to the aggregate amount by which the
Class D Invested Amount has been reduced on all prior Distribution Dates
pursuant to clauses (c), (d) and (e) of the definition of "Class D Invested
Amount" (but not in excess of the aggregate amount of such reductions which have
not been previously reimbursed) shall be included in Available Principal
Collections for such Distribution Date;

                (o)     an amount equal to the Class D Monthly Interest for such
Distribution Date, plus the amount of Class D Monthly Interest previously due
but not distributed to the Class D Certificateholders on a prior Distribution
Date, plus the amount of Class D Additional Interest for such Distribution Date
and any Class D Additional Interest previously due but not distributed to the
Class D Certificateholders on a prior Distribution Date shall be distributed to
the Paying Agent for payment to the Class D Certificateholders;

                (p)     the balance, if any, shall be treated as "Shared Excess
Finance Charge Collections" with respect to Group One and shall be applied in
accordance with Section 4.1(h).

                Section 4.9       Subordinated Principal Collections. The
Servicer shall apply, or shall instruct the Trustee to apply, Subordinated
Principal Collections (applying all Class D Subordinated Principal Collections
prior to applying any CTO Subordinated Principal Collections, and applying all
CTO Subordinated Principal Collections prior to applying any Class B
Subordinated Principal Collections, and applying no Class B Subordinated
Principal Collections with respect to the Class B Required Amount pursuant to
clause (b) below and applying no Class B Subordinated Principal Collections or
CTO Subordinated Principal Collections with respect to the CTO Required Amount
pursuant to clause (c) below) with respect to each Distribution Date to make the
following distributions in the following priority:

                (a)     an amount equal to the excess, if any, of (i) the Class
A Required Amount, if any, for such Distribution Date over (ii) the amount of
Excess Spread and Shared Excess Finance Charge Collections allocable to Series
2003-2 with respect to the preceding Collection Period shall be distributed by
the Trustee to fund any deficiency pursuant to Sections 4.6(a)(i), 4.6(a)(ii)
and 4.6(a)(iii), in that order of priority;

                (b)     an amount equal to the excess, if any, of (i) the Class
B Required Amount, if any, for such Distribution Date over (ii) the amount of
Excess Spread and Shared Excess Finance Charge Collections available to fund the
Class B Required Amount for such Distribution Date pursuant to Sections 4.8(c)
and (d) shall be distributed by the Trustee to fund any deficiency pursuant to
Sections 4.6(b)(i), 4.6(b)(ii) and 4.8(d), in that order of priority; and

                (c)     an amount equal to the excess, if any, of (i) the CTO
Required Amount, if any, for such Distribution Date over (ii) the amount
withdrawn from the Spread Account in respect of clause (x) of the definition of
"CTO Required Amount" for such Distribution Date shall be distributed by the
Trustee to fund any deficiency pursuant to Sections 4.6(c)(i), 4.6(c)(ii) and
4.8(i), in that order of priority.

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<PAGE>

                If, on any Distribution Date, Subordinated Principal Collections
with respect to the preceding Collection Period are applied pursuant to this
Section 4.9, the Class D Invested Amount shall be reduced by the amount of such
Subordinated Principal Collections. In the event that such reduction would cause
the Class D Invested Amount to be a negative number, the Class D Invested Amount
shall be reduced to zero and the CTO Invested Amount shall be reduced by the
amount by which the Class D Invested Amount would have been reduced below zero.
In the event that such reduction would cause the CTO Invested Amount to be a
negative number, the CTO Invested Amount shall be reduced to zero and the Class
B Invested Amount shall be reduced by the amount by which CTO Invested Amount
would have been reduced below zero.

                Section 4.10      Principal Shortfall. The "Principal Shortfall"
for Series 2003-2 shall be equal to the sum of (i) for any Distribution Date
with respect to the Revolving Period, zero, (ii) for any Distribution Date with
respect to the Accumulation Period (on or prior to the Expected Final
Distribution Date), the excess, if any, of the sum of the Controlled Deposit
Amount for such Distribution Date and the Class D Monthly Principal, if any, for
such Distribution Date over the amount of Available Principal Collections for
such Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections), (iii) for any Distribution Date with respect to the
Early Amortization Period, the excess, if any, of the Invested Amount as of the
end of the preceding Collection Period over the amount of Available Principal
Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections) and (iv) for the first
Distribution Date on which the Class A Certificates, the Class B Certificates
and the Collateralized Trust Obligations have been paid in full and for each
Distribution Date thereafter, the excess, if any, of the Class D Invested Amount
as of such Distribution Date (before giving effect to any reduction thereof to
be made on such Distribution Date) over the amount of Available Principal
Collections for such Distribution Date (excluding any portion thereof previously
applied in respect of Class A Monthly Principal, Class B Monthly Principal or
CTO Monthly Principal) and any portion thereof attributable to Shared Principal
Collections).

                On each Distribution Date during the Accumulation Period or
the Early Amortization Period, the Trustee, at the written direction of the
Servicer, shall withdraw from the Excess Funding Account and deposit into the
Collection Account an amount equal to the product of (i) the amount on deposit
in the Excess Funding Account, if any, on such Distribution Date and (ii) the
percentage equivalent of a fraction, the numerator of which is the Principal
Shortfall with respect to Series 2003-2 for such Distribution Date and the
denominator of which is the aggregate Principal Shortfalls of all Series then
outstanding for such Distribution Date. The amount withdrawn from the Excess
Funding Account shall be included in Available Principal Collections for such
Distribution Date.

                Section 4.11      Finance Charge Shortfall. On each
Determination Date, the Servicer shall calculate the Finance Charge Shortfall
with respect to Series 2003-2 for the following Distribution Date. The "Finance
Charge Shortfall" with respect to Series 2003-2 for any Distribution Date shall
be equal to the excess, if any, of (a) the amount required to be paid, without
duplication, pursuant to Sections 4.6(a), 4.6(b), 4.6(c) and 4.6(d) and Section
4.8 (a)-(o) on such Distribution Date over (b) the sum of the Class A Available
Funds, the Class B

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<PAGE>

Available Funds, the CTO Available Funds and the Class D Available Funds, in
each case for the preceding Collection Period.

                Section 4.12      Spread Account. (a) The Servicer shall
establish and maintain, in the name of the Trustee, for the benefit of the CTO
Securityholders, with an Eligible Institution a segregated trust account (the
"Spread Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the CTO Securityholders. The
Spread Account shall initially be established with the Trustee. The Trustee
shall possess all right, title and interest in all funds on deposit from time to
time in the Spread Account and in all proceeds thereof. The Spread Account shall
be under the sole dominion and control of the Trustee for the benefit of the CTO
Securityholders. If, at any time, the institution holding the Spread Account
ceases to be an Eligible Institution, the Trustee (or the Servicer on its
behalf) shall within five Business Days establish a new Spread Account meeting
the conditions specified above with an Eligible Institution and shall transfer
any cash and/or any investments to such new Spread Account. The Trustee, at the
written direction of the Servicer, shall make deposits to and withdrawals from
the Spread Account in the amounts and at the times set forth in this Agreement.
The CTO Securityholders shall not be entitled to reimbursement from the Trust
Property for any withdrawals from the Spread Account except as specifically
provided in this Agreement. On each Distribution Date during the Revolving
Period, before any amounts are applied pursuant to Section 4.8, the Transferor
shall deposit into the Spread Account an amount equal to the excess, if any, of
the Required Spread Account Amount for such Distribution Date over the amount on
deposit in the Spread Account on such Distribution Date (the "Spread Account
Deficiency"); provided, however, that the amount deposited on any Distribution
Date pursuant to this sentence shall not exceed the amount of Shared Principal
Collections, if any, payable to the Transferor with respect to such Distribution
Date (the "Excess Shared Principal Collections"); and, provided further, that,
if the Transferor is obligated to apply such Excess Shared Principal Collections
for any purpose in accordance with the Supplement for any other Principal
Sharing Series in Group One and such Excess Shared Principal Collections are not
sufficient to fund the Spread Account Deficiency plus the aggregate amount of
all such other obligations, such Excess Shared Principal Collections shall be
allocated among Series 2003-2 and such other Series and applied on a pro rata
basis.

                (b)     Funds on deposit in the Spread Account shall be
invested by the Trustee, at the written direction of the Servicer, in Eligible
Investments that will mature not later than the Business Day preceding the
following Distribution Date. The Trustee shall maintain, for the benefit of the
CTO Securityholders, possession of the negotiable instruments or securities, if
any, evidencing such Eligible Investments. No Eligible Investment shall be
disposed of prior to its maturity; provided, however, that the Trustee may sell,
liquidate or dispose of an Eligible Investment before its maturity, if so
directed by the Servicer in writing, the Servicer having reasonably determined
that the interests of the CTO Securityholders may be adversely affected if such
Eligible Investment is held to its maturity. On each Distribution Date, all
interest and other investment earnings (net of losses and investment expenses)
on funds on deposit in the Spread Account shall be included in Excess Spread for
such Distribution Date and applied in accordance with Section 4.8.

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<PAGE>

                (c)     On each Determination Date, the Servicer shall determine
the amount calculated pursuant to clause (x) of the definition of "CTO Required
Amount" for the following Distribution Date (the "Spread Account Draw Amount").

                (d)     On each Distribution Date on which the Spread Account
Draw Amount is greater than zero, the Trustee, at the written direction of the
Servicer, shall withdraw from the Spread Account an amount equal to the lesser
of such Spread Account Draw Amount and the Available Spread Account Amount. The
Trustee, at the written direction of the Servicer, shall apply the amount
withdrawn to fund any deficiency pursuant to Sections 4.6(c)(i) and 4.6(c)(ii)
not funded by the application of Excess Spread and Shared Excess Finance Charge
Collections allocated and available for such purposes pursuant to Section 4.8(f)
and 4.8(g), in that order of priority.

                (e)     On each Distribution Date on which the Spread Account
Surplus, after giving effect to all deposits to and withdrawals from the Spread
Account with respect to such Distribution Date, is greater than zero, the
Trustee, at the written direction of the Servicer, shall withdraw from the
Spread Account and pay to the Holder of the Exchangeable Transferor Certificate
an amount equal to such Spread Account Surplus.

                (f)     Upon the earlier to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement and (ii) the Spread Account
Release Date, the Trustee, at the written direction of the Servicer and after
giving effect to any withdrawal to be made from the Spread Account on such date
pursuant to Section 4.12(d), shall withdraw from the Spread Account all funds
remaining on deposit in the Spread Account, if any. The Trustee, at the written
direction of the Servicer, shall pay the amount withdrawn to the CTO
Securityholders until the outstanding principal amount of the Collateralized
Trust Obligations shall have been paid in full and any remaining amount to the
Holder of the Exchangeable Transferor Certificate, in that order of priority.
The Spread Account shall be deemed to have terminated for all purposes of the
Agreement upon such payment.

                Section 4.13      Principal Funding Account.(a) The Servicer
shall establish and maintain, in the name of the Trustee, for the benefit of the
Series 2003-2 Certificateholders, with an Eligible Institution a segregated
trust account (the "Principal Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2003-2 Certificateholders. The Principal Funding Account shall initially
be established with the Trustee. 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 Series
2003-2 Certificateholders. If, at any time, the institution holding the
Principal Funding Account ceases to be an Eligible Institution, the Trustee (or
the Servicer on its behalf) shall within five Business Days establish a new
Principal Funding Account meeting the conditions specified above with an
Eligible Institution and shall transfer any cash and/or any investments to such
new Principal Funding Account. Pursuant to the authority granted to the Servicer
in Section 3.1(b), the Servicer shall have the power, revocable by the Trustee,
to make withdrawals and payments or to instruct the Trustee to make withdrawals
and payments from the

                                       44

<PAGE>

Principal Funding Account for the purposes of carrying out the Servicer's or the
Trustee's duties hereunder.

                (b)     Funds on deposit in the Principal Funding Account shall
be invested by the Trustee, at the written direction of the Servicer, in
Eligible Investments that will mature not later than the Business Day preceding
the following Distribution Date. The Trustee shall maintain, for the benefit of
the Series 2003-2 Certificateholders, possession of the negotiable instruments
or securities, if any, evidencing such Eligible Investments. No Eligible
Investment shall be disposed of prior to its maturity; provided, however, that
the Trustee may sell, liquidate or dispose of an Eligible Investment before its
maturity, if so directed by the Servicer in writing, the Servicer having
reasonably determined that the interest of the Series 2003-2 Certificateholders
may be adversely affected if such Eligible Investment is held to its maturity.
On each Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Principal Funding
Account ("Principal Funding Investment Proceeds") shall be applied as set forth
in Section 4.13(c). For purposes of determining the availability of funds or the
balance in the Principal Funding Account for any reason under this Series
Supplement, interest and other investment earnings on such funds shall be deemed
not to be available or on deposit in the Principal Funding Account.

                (c)     On each Distribution Date with respect to the
Accumulation Period, the Trustee, at the written direction of the Servicer,
shall withdraw from the Principal Funding Account and deposit into the
Collection Account all Principal Funding Investment Proceeds received during the
preceding Collection Period. The Trustee, at the written direction of the
Servicer, shall apply the Principal Funding Investment Proceeds withdrawn from
the Principal Funding Account on any Distribution Date as follows:

                        (i)     an amount equal to the product of (x) the amount
        withdrawn and (y) the percentage equivalent of a fraction, the numerator
        of which is the aggregate amount on deposit in the Principal Funding
        Account as of the last day of the preceding Collection Period in respect
        of Class A Monthly Principal and the denominator of which is the
        aggregate amount on deposit in the Principal Funding Account as of such
        last day, shall be included in Class A Available Funds with respect to
        such preceding Collection Period and applied pursuant to Section 4.6(a);

                        (ii)    an amount equal to the product of (x) the amount
        withdrawn and (y) the percentage equivalent of a fraction, the numerator
        of which is the aggregate amount on deposit in the Principal Funding
        Account as of the last day of the preceding Collection Period in respect
        of Class B Monthly Principal and the denominator of which is the
        aggregate amount on deposit in the Principal Funding Account as of such
        last day, shall be included in Class B Available Funds with respect to
        such preceding Collection Period and applied pursuant to Section 4.6(b);
        and

                        (iii)   an amount equal to the product of (x) the amount
        withdrawn and (y) the percentage equivalent of a fraction, the numerator
        of which is the aggregate amount on deposit in the Principal Funding
        Account as of the last day of the preceding Collection Period in respect
        of CTO Monthly Principal and the denominator of which is the

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<PAGE>

        aggregate amount on deposit in the Principal Funding Account as of such
        last day, shall be included in CTO Available Funds with respect to such
        preceding Collection Period and applied pursuant to Section 4.6(c).

                Section 4.14      Reserve Account. (a) The Servicer shall
establish and maintain, in the name of the Trustee, for the benefit of the
Series 2003-2 Certificateholders, with an Eligible Institution a segregated
trust account (the "Reserve Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series 2003-2
Certificateholders. The Reserve Account shall initially be established with the
Trustee. 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 Series 2003-2 Certificateholders. If, at any time, the
institution holding the Reserve Account ceases to be an Eligible Institution,
the Trustee (or the Servicer on its behalf) shall within five Business Days
establish a new Reserve Account meeting the conditions specified above with an
Eligible Institution and shall transfer any cash and/or any investments to such
new Reserve Account. The Trustee, at the written 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 Agreement, and (ii) on each Distribution Date (from and after
the Reserve Account Funding Date) prior to the termination of the Reserve
Account, make a deposit into the Reserve Account in the amount specified in, and
otherwise in accordance with, Section 4.8(k).

                (b)     Funds on deposit in the Reserve Account shall be
invested by the Trustee, at the written direction of the Servicer, in Eligible
Investments that will mature not later than the Business Day preceding the
following Distribution Date. The Trustee shall maintain, for the benefit of the
Series 2003-2 Certificateholders, possession of the negotiable instruments or
securities, if any, evidencing such Eligible Investments. No Eligible Investment
shall be disposed of prior to its maturity; provided, however, that the Trustee
may sell, liquidate or dispose of an Eligible Investment before its maturity, if
so directed by the Servicer in writing, the Servicer having reasonably
determined that the interest of the Series 2003-2 Certificateholders may be
adversely affected if such Eligible Investment is held to its maturity. On each
Distribution Date, all interest and other investment earnings (net of losses and
investment expenses) 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 applied in accordance with Section 4.14(e). For purposes of determining
the availability of funds or the balance in the Reserve Account for any reason
under this Agreement, except as otherwise provided in the preceding sentence,
interest and other investment earnings on such funds shall be deemed not to be
available or on deposit in the Reserve Account.

                (c)     On the Determination Date preceding each Distribution
Date with respect to the Accumulation Period and the first Special Distribution
Date, the Servicer shall calculate the amount (the "Reserve Account Draw
Amount") if any, by which the Covered Amount for such Distribution Date or
Special Distribution Date exceeds the Principal Funding Investment Proceeds for
such Distribution Date or Special Distribution Date.

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<PAGE>

                (d)     On each Distribution Date on which the Reserve Account
Draw Amount is greater than zero, the Trustee, at the written direction of the
Servicer, shall withdraw from the Reserve Account and deposit into the
Collection Account an amount equal to the lesser of such Reserve Account Draw
Amount and the Available Reserve Account Amount. The Trustee, at the written
direction of the Servicer, shall apply the amount withdrawn from the Reserve
Account on any Distribution Date pursuant to this Section 4.14(d) in the
following priority:

                        (i)     an amount equal to (x) the amount calculated
        pursuant to clause (a) of the definition of "Covered Amount" for such
        Distribution Date minus (y) the amount calculated pursuant to Section
        4.13(c)(i) for such Distribution Date, shall be included in Class A
        Available Funds with respect to the preceding Collection Period and
        applied pursuant to Section 4.6(a);

                        (ii)    an amount equal to (x) the amount calculated
        pursuant to clause (b) of the definition of "Covered Amount" for such
        Distribution Date minus (y) the amount calculated pursuant to Section
        4.13(c)(ii) for such Distribution Date, shall be included in Class B
        Available Funds with respect to the preceding Collection Period and
        applied pursuant to Section 4.6(b); and

                        (iii)   an amount equal to the balance, if any, of the
        Reserve Account Draw Amount for such Distribution Date shall be included
        in CTO Available Funds with respect to the preceding Collection Period
        and applied pursuant to Section 4.6(c).

                (e)     On each Distribution Date with respect to the
Accumulation Period (prior to the Expected Final Distribution Date) and the
first Special Distribution Date, the Trustee, at the written direction of the
Servicer, shall withdraw from the Reserve Account and deposit into the
Collection Account all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Reserve Account to the extent
that the Available Reserve Account Amount for such Distribution Date exceeds the
Required Reserve Account Amount for such Distribution Date. The Trustee, at the
written direction of the Servicer, shall apply the amount withdrawn from the
Reserve Account on any Distribution Date pursuant to this Section 4.14(e) in the
manner in which amounts withdrawn from the Reserve Account are applied pursuant
to Section 4.14(d).

                (f)     On each Distribution Date on which the Reserve Account
Surplus is greater than zero, the Trustee, at the written direction of the
Servicer, shall withdraw from the Reserve Account and pay to the Holder of the
Exchangeable Transferor Certificate an amount equal to such Reserve Account
Surplus.

                (g)     Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) the day on which the Class
A Certificates, the Class B Certificates and the Collateralized Trust
Obligations shall have been paid in full, (iii) if the Accumulation Period has
not commenced, the occurrence of an Early Amortization Event with respect to
Series 2003-2 and (iv) if the Accumulation Period has commenced, the earlier of
the first Special Distribution Date and the Expected Final Distribution Date,
the Trustee, at the written direction of the Servicer, after the prior payment
of all amounts owing to the Series 2003-2

                                       47

<PAGE>

Certificateholders which are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay to the Holder of the
Exchangeable Transferor Certificate all amounts, if any, on deposit in the
Reserve Account, and the Reserve Account shall be deemed to have terminated for
all purposes of the Agreement.

                Section 4.15      Postponement of Accumulation Period. The
Accumulation Period is scheduled to commence at the end of the day on the last
day of the March 2005 Collection Period; provided, however, that, if the
Accumulation Period Length (determined as described below) shall be less than 12
months, the date on which the Accumulation Period actually commences may, at the
option of the Transferor, be delayed to the first day of any month that is a
number of whole months prior to the Expected Final Distribution Date at least
equal to the Accumulation Period Length and, as a result, the number of
Collection Periods in the Accumulation Period shall at least equal the
Accumulation Period Length. On each Determination Date until the Accumulation
Period begins, the Servicer shall determine the "Accumulation Period Length,"
which shall 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 than the Required Accumulation Factor Number; provided, however, that
the Accumulation Period Length shall not be determined to be less than one
month.

                Section 4.16      Suspension of Accumulation Period. (a) The
Transferor may, in its sole discretion and upon written notice to each Rating
Agency, elect to suspend the commencement of the Accumulation Period. The
commencement of the Accumulation Period shall be suspended upon delivery by the
Transferor to the Trustee of (i) an Officer's Certificate stating that the
Transferor has elected to suspend the commencement of the Accumulation Period
and that all conditions precedent to such suspension set forth in this Section
4.16 have been satisfied, (ii) a copy of an executed Qualified Maturity
Agreement and (iii) an Opinion of Counsel addressed to the Trustee as to the due
authorization, execution and delivery and the validity and enforceability of
such Qualified Maturity Agreement. The Transferor does hereby transfer, assign,
set-over, and otherwise convey to the Trustee for the benefit of the Class A
Certificateholders, the Class B Certificateholders and the CTO Securityholders,
without recourse, all of its rights under any Qualified Maturity Agreement
obtained in accordance with this Section 4.16 and all proceeds thereof. Such
property shall constitute Trust Property for all purposes of the Agreement. The
foregoing transfer, assignment, set-over and conveyance does not constitute and
is not intended to result in a creation or an assumption by the Trust, the
Trustee or any Certificateholder of any obligation of the Transferor or any
other Person in connection with a Qualified Maturity Agreement or under any
agreement or instrument relating thereto.

                The Trustee hereby acknowledges its acceptance, to the extent
validly transferred, assigned, set-over or otherwise conveyed to the Trustee,
for the benefit of the Class A Certificateholders, the Class B
Certificateholders and the CTO Securityholders, of all of the rights previously
held by the Transferor under any Qualified Maturity Agreement obtained by the
Transferor and all proceeds thereof, and declares that it shall hold such rights
upon the trust set forth herein and in the Agreement, and subject to the terms
hereof and thereof, for the benefit of the Class A Certificateholders, the Class
B Certificateholders and the CTO Securityholders.

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<PAGE>

                (b)     The Transferor shall cause the providers of each
Qualified Maturity Agreement to deposit into the Principal Funding Account on or
with respect to the Expected Final Distribution Date an amount equal to (i) the
sum of the Class A Invested Amount plus the Class B Invested Amount plus the CTO
Invested Amount, each as of the Expected Final Distribution Date, minus (ii) any
amounts on deposit in the Principal Funding Account immediately before such
deposit. The Transferor may fund all or any portion of the amount described in
clause (ii) above with the proceeds of the issuance of a new Series, Available
Principal Collections or amounts required or permitted to be deposited into the
Principal Funding Account in accordance with the Supplement for any other
Series. Any amount deposited on or with respect to the Expected Final
Distribution Date shall be applied on such Distribution Date pursuant to Section
4.6(g) as if the commencement of the Accumulation Period had not been suspended.

                (c)     Each Qualified Maturity Agreement shall terminate on the
earliest of (i) the termination date specified in the Qualified Maturity
Agreement (which date may not be earlier than the close of business on the
Expected Final Distribution Date), (ii) the date on which the aggregate
outstanding principal balances of the Class A Certificates, the Class B
Certificates and the Collateralized Trust Obligations are paid in full and (iii)
the date on which an Early Amortization Event with respect to Series 2003-2 is
deemed to have occurred, whether or not such event results in the commencement
of the Early Amortization Period. The Transferor may terminate a Qualified
Maturity Agreement prior to the Expected Final Distribution Date if it obtains a
substitute Qualified Maturity Agreement or if the provider of the Qualified
Maturity Agreement ceases to qualify as a Qualified Institution and the
Transferor is unable to obtain a substitute Qualified Maturity Agreement. In
addition, the Transferor may terminate a Qualified Maturity Agreement prior to
the later of the last day of the March 2005 Collection Period and the date to
which the commencement of the Accumulation Period may be postponed pursuant to
Section 4.15 (as determined on the Determination Date preceding the date of such
termination), in which case the commencement of the Accumulation Period shall be
determined as if the Transferor had not elected to suspend such commencement. In
the event that the provider of a Qualified Maturity Agreement ceases to qualify
as a Qualified Institution, the Transferor shall use its best efforts to obtain
a substitute Qualified Maturity Agreement unless the Transferor may terminate
such Qualified Maturity Agreement pursuant to the preceding sentence. The
Transferor shall notify the Rating Agencies in writing if it intends to
terminate a Qualified Maturity Agreement prior to the Expected Final
Distribution Date.

                (d)     If a Qualified Maturity Agreement is terminated prior to
the earlier of the Expected Final Distribution Date and the commencement of the
Early Amortization Period and the Transferor does not obtain a substitute
Qualified Maturity Agreement, the Accumulation Period shall commence on the
latest of (i) the last day of the March 2005 Collection Period, (ii) at the
election of the Transferor, the date to which the commencement of the
Accumulation Period may be postponed pursuant to Section 4.15 (as determined on
the date of such termination) and (iii) the first day of the Collection Period
following the date of such termination.

                Section 9         Article V of the Agreement. Article V of the
Agreement as it relates to Series 2003-2 shall read in its entirety as follows:

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                                    ARTICLE V
                 DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS

                Section 5.1       Distributions. (a) On each Determination Date,
the Servicer shall deliver to the Trustee, the Paying Agent and each Rating
Agency a certificate substantially in the form of Exhibit E prepared by the
Servicer.

                (b)     On each Distribution Date, the Paying Agent shall
distribute to each Class A Certificateholder of record as of the preceding
Record Date (other than as provided in Section 12.2 respecting a final
distribution) such Class A Certificateholder's pro rata share of the amounts
that are available on such Distribution Date to pay interest on the Class A
Certificates pursuant to this Agreement.

                (c)     On the Expected Final Distribution Date and each Special
Distribution Date, the Paying Agent shall distribute to each Class A
Certificateholder of record as of the preceding Record Date (other than as
provided in Section 12.2 respecting a final distribution) such Class A
Certificateholder's pro rata share of the amounts that are available on such
date to pay principal of the Class A Certificates pursuant to this Agreement.

                (d)     On each Distribution Date, the Paying Agent shall
distribute to each Class B Certificateholder of record as of the preceding
Record Date (other than as provided in Section 12.2 respecting a final
distribution) such Class B Certificateholder's pro rata share of the amounts
that are available on such Distribution Date to pay interest on the Class B
Certificates pursuant to this Agreement.

                (e)     On the Expected Final Distribution Date and each Special
Distribution Date, the Paying Agent shall distribute to each Class B
Certificateholder of record as of the preceding Record Date (other than as
provided in Section 12.2 respecting a final distribution) such Class B
Certificateholder's pro rata share of the amounts that are available on such
date to pay principal of the Class B Certificates pursuant to this Agreement.

                (f)     On each Distribution Date, the Paying Agent shall
distribute to each CTO Securityholder of record as of the preceding Record Date
(other than as provided in Section 12.2 respecting a final distribution) such
CTO Securityholder's pro rata share of the amounts that are available on such
Distribution Date to pay interest on the Collateralized Trust Obligations
pursuant to this Agreement.

                (g)     On the Expected Final Distribution Date and each Special
Distribution Date, the Paying Agent shall distribute to each CTO Securityholder
of record as of the preceding Record Date (other than as provided in Section
12.2 respecting a final distribution) such CTO Securityholder's pro rata share
of the amounts that are available on such date to pay principal of the
Collateralized Trust Obligations pursuant to this Agreement.

                (h)     On each Distribution Date, the Paying Agent shall
distribute to each Class D Certificateholder of record as of the preceding
Record Date (other than as provided in Section 12.2 respecting a final
distribution) such Class D Certificateholder's pro rata share of the

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<PAGE>

amounts that are available on such Distribution Date to pay interest on the
Class D Certificates pursuant to this Agreement.

                (i)     On each Distribution Date, beginning with the
Distribution Date on which the Class A Certificates, the Class B Certificates
and the Collateralized Trust Obligations are paid in full, the Paying Agent
shall distribute to each Class D Certificateholder of record as of the preceding
Record Date (other than as provided in Section 12.2 respecting a final
distribution) such Class D Certificateholder's pro rata share of the amounts
that are available on such date to pay principal of the Class D Certificates
pursuant to this Agreement.

                (j)     [RESERVED].

                (k)     [RESERVED].

                (l)     Except as provided in Section 12.2 with respect to a
final distribution, distributions to Series 2003-2 Certificateholders hereunder
shall be made by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register without
presentation or surrender of any such Series 2003-2 Certificate or the making of
any notation thereon; provided, however, that, with respect to any such Series
2003-2 Certificates registered in the name of a Clearing Agency, such
distributions shall be made to such Clearing Agency in immediately available
funds; and, provided further, that, with respect to the Class D Certificates,
such distributions shall be made to the Class D Certificateholder in immediately
available funds if the Class D Certificateholder shall have delivered written
instructions to the Trustee with respect to such distributions.

                Section 5.2       Statements to Series 2003-2
Certificateholders. On each Distribution Date, the Paying Agent, on behalf of
the Trustee, shall forward to each Series 2003-2 Certificateholder of record as
of the preceding Record Date and each Rating Agency a statement substantially in
the form of Exhibit F prepared by the Servicer setting forth certain information
relating to the Trust and the Series 2003-2 Certificates.

                On or before January 31 of each calendar year, beginning with
2004, the Paying Agent, on behalf of the Trustee, shall furnish or cause to be
furnished to each Person who at any time during the preceding calendar year was
a Series 2003-2 Certificateholder a statement prepared by the Servicer
containing the information which is required to be contained in the monthly
statement referred to in the preceding paragraph, aggregated for such calendar
year or the applicable portion thereof during which such Person was a Series
2003-2 Certificateholder, together with such other information as is required to
be provided by an issuer of indebtedness under the Code and such other customary
information as is necessary to enable the Series 2003-2 Certificateholders to
prepare their tax returns. Such obligation of the Servicer shall be deemed to
have been satisfied to the extent that substantially comparable information
shall have been provided by the Paying Agent pursuant to any requirements of the
Code as from time to time in effect.

                               [END OF ARTICLE V]

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<PAGE>

                Section 10        Early Amortization Events. If any one of the
events specified in Section 9.1 or any one of the following events shall occur
during either the Revolving Period or the Accumulation Period with respect to
the Series 2003-2 Certificates:

                (a)     failure on the part of the Transferor (x) to make any
payment or deposit required to be made by the Transferor by the terms of the
Agreement or this Series Supplement on or before the date occurring five
Business Days after the date such payment or deposit is required to be made; or
(y) duly to observe or perform in any material respect any other covenants or
agreements of the Transferor set forth in the Agreement or this Series
Supplement that continues unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Trustee, or to the Transferor and the
Trustee by the Holders of Series 2003-2 Certificates evidencing not less than
50% of the Adjusted Invested Amount, and as a result of which the interests of
the Series 2003-2 Certificateholders are materially and adversely affected;

                (b)     any representation or warranty made by the Transferor in
the Agreement or this Series Supplement shall prove to have been incorrect in
any material respect when made that 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 Series 2003-2 Certificates evidencing not less than 50% of the Adjusted
Invested Amount, and as a result of which the interests of the Series 2003-2
Certificateholders are materially and adversely affected; provided, however,
that if the representation or warranty which was breached relates to any
particular Receivable or group of Receivables, an Early Amortization Event shall
not be deemed to have occurred under this clause (b) if the Transferor shall
have accepted reassignment of such Receivable, or all of such Receivables, if
applicable, during such period (or such longer period not to exceed a total of
180 days as the Trustee may specify) in accordance with the provisions of the
Agreement;

                (c)     Circuit City shall consent or fail to object to the
appointment of a bankruptcy trustee, conservator, receiver or liquidator in any
bankruptcy proceeding, insolvency, marshaling of assets and liabilities or
similar proceeding of or relating to Circuit City or of or relating to all or
substantially all of its property, or a decree or order of a court, agency or
supervisory authority having jurisdiction in the premises for the appointment of
a bankruptcy trustee, conservator, receiver or liquidator in any insolvency,
marshaling of assets and liabilities or similar proceeding, or for the
winding-up or liquidation of its affairs, shall have been entered against
Circuit City or an action seeking any such decree or order shall have been
commenced and, notwithstanding an objection by Circuit City, shall have remained
undischarged or unstayed for a period of sixty (60) days; or Circuit City shall
admit in writing its inability to pay its debts generally as they become due,
file or consent or fail to object (or object without dismissal of any such
filing within sixty (60) days of such filing or the earlier entry of any order
providing for such relief) to the filing of a petition to take advantage of any
applicable bankruptcy, insolvency or reorganization statute, make an assignment
for the benefit of its creditors or voluntarily suspend payment of its
obligations;

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<PAGE>

                (d)     any Servicer Default shall occur that would have a
material adverse effect on the Holders of the Series 2003-2 Certificates;

                (e)     the Transferor shall fail to designate Additional
Accounts or cause the Trust to repurchase Investor Certificates in an amount and
within the time period required by Section 2.6(a);

                (f)     the average of the Portfolio Yields for any three
consecutive Collection Periods shall be less than the average of the Base Rates
for such three consecutive Collection Periods;

                (g)     the Receivables Purchase Agreement shall be terminated;
or

                (h)     the Class A Certificates, the Class B Certificates or
the Collateralized Trust Obligations shall not be paid in full on the Expected
Final Distribution Date;

then, in the case of any event described in clause (a), (b) or (d), an Early
Amortization Event will be deemed to have occurred with respect to the Series
2003-2 Certificates only if, after any applicable grace period described in the
clauses, either the Trustee or the Holders of Series 2003-2 Certificates
evidencing more than 50% of the Adjusted Invested Amount, by written notice to
the Transferor and the Servicer (and to the Trustee, if given by such Holders)
declare that an Early Amortization Event has occurred as of the date of such
notice, and, in the case of any event described in Section 9.1 an Early
Amortization Event with respect to all Series, and in the case of any event
described in clause (c), (e), (f), (g) or (h), an Early Amortization Event with
respect to only the Series 2003-2 Certificates, will be deemed to have occurred
without any notice or other action on the part of the Trustee or the Holders of
the Series 2003-2 Certificates immediately upon the occurrence of such event.

                Section 11        CTO Defaults. If any one of the following
events shall occur with respect to the Collateralized Trust Obligations:

                (a)     accrued but unpaid CTO Monthly Interest is not paid in
full to the CTO Securityholders on two consecutive Distribution Dates; or

                (b)     there is a CTO Investor Charge Off on three consecutive
Distribution Dates;

then a CTO Default will be deemed to have occurred with respect to the
Collateralized Trust Obligations. If a CTO Default has occurred and is
continuing, at the direction of the Holders of more than 66 2/3% of the CTO
Adjusted Invested Amount, (i) before the payment in full of the Class A
Certificates and the Class B Certificates, the Required Spread Account Amount
with respect to each Distribution Date thereafter shall equal the CTO Invested
Amount as of such date and (ii) following the payment in full of the Class A
Certificates and the Class B Certificates, the Trustee shall sell or cause to be
sold an amount of Principal Receivables and the related Finance Charge
Receivables (or interests therein) up to 110% of the Invested Amount at the
close of business on the date of such sale and pay the proceeds of such sale to
the holders of the Series

                                       53

<PAGE>

2003-2 Certificates in final payment of all principal of and accrued interest on
Series 2003-2 (which proceeds will be applied first to the CTO Invested Amount
until the Collateralized Trust Obligations have been paid in full and then to
the Class D Invested Amount until the Class D Certificates have been paid in
full); provided, however, that the amount of such Principal Receivables shall
not exceed the sum of (1) the product of (A) the Transferor Amount on such date
and (B) a fraction, the numerator of which is the Invested Amount on such date
and the denominator of which is the Aggregate Invested Amount on such date and
(2) the Invested Amount on such date. The Transferor may purchase such
Receivables in such case and shall have a right of first refusal with respect
thereto to the extent of a bona fide offer by an unrelated third party for fair
value. Any proceeds of such sale in excess of such principal and interest paid
shall be paid to the Transferor.

                Section 12        Restrictions on Transfer.

                (a)     Each Class A Certificate will bear a legend or legends
substantially in the following form:

                AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
CLASS A CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.

                (b)     Each Class B Certificate will bear a legend or legends
substantially in the following form:

                EACH PURCHASER OF THIS CLASS B CERTIFICATE REPRESENTS AND
WARRANTS FOR THE BENEFIT OF THE TRANSFEROR AND THE TRUSTEE THAT SUCH PURCHASER
IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHETHER OR NOT
SUBJECT TO TITLE I OF ERISA, (II) A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") WHETHER OR NOT
SUBJECT TO SECTION 4975 OF THE CODE, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS
AND KEOGH PLANS, (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS"
(AS DESCRIBED IN 29 C.F.R. 2510.3-101) BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY OR (IV) A PERSON INVESTING "PLAN ASSETS" (AS DESCRIBED IN 29 C.F.R.
2510.3-101) OF ANY SUCH PLAN (INCLUDING, FOR PURPOSES OF CLAUSES (III) AND (IV),
INSURANCE COMPANY GENERAL ACCOUNTS BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED).

                AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
CLASS B CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.

                (c)     Each Collateralized Trust Obligation will bear a legend
or legends substantially in the following form:

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<PAGE>

                EACH PURCHASER OF THIS COLLATERALIZED TRUST OBLIGATION
REPRESENTS, WARRANTS AND COVENANTS FOR THE BENEFIT OF THE TRANSFEROR AND THE
TRUSTEE THAT SUCH PURCHASER EITHER (A) IS NOT ITSELF, AND IS NOT ACQUIRING THIS
COLLATERALIZED TRUST OBLIGATION FOR, ON BEHALF OF OR USING THE ASSETS OF (I) AN
"EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), WHETHER OR NOT SUBJECT TO
TITLE I OF ERISA, INCLUDING GOVERNMENTAL PLANS, FOREIGN PLANS AND CHURCH PLANS,
(II) A "PLAN" (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE")), WHETHER OR NOT SUBJECT TO SECTION 4975 OF THE
CODE, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND KEOGH PLANS, OR (III) ANY
OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF SUCH AN
EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY (WITHIN THE MEANING
OF UNITED STATES DEPARTMENT OF LABOR ("DOL") REGULATION 29 C.F.R. SECTION
2510.3-101OR OTHERWISE UNDER ERISA), INCLUDING WITHOUT LIMITATION, AS
APPLICABLE, AN INSURANCE COMPANY GENERAL ACCOUNT (COLLECTIVELY, "BENEFIT PLAN
INVESTORS"), OR (B) IS AN INSURANCE COMPANY ACTING ON BEHALF OF ITS GENERAL
ACCOUNT AND (I) AS OF THE DATE IT ACQUIRES THIS COLLATERALIZED TRUST OBLIGATION
LESS THAN 25% OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS REASONABLY DETERMINED BY
SUCH INSURANCE COMPANY) CONSTITUTE ASSETS OF BENEFIT PLAN INVESTORS, (II) IT IS
ELIGIBLE FOR AND MEETS THE REQUIREMENTS OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, (III) IT IS NOT (AND IS NOT AN AFFILIATE OF)
ANY PERSON WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS
OF THE TRUST OR ANY PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR
INDIRECT) WITH RESPECT TO SUCH ASSETS AND (IV) IT AGREES THAT IF, AFTER ITS
INITIAL ACQUISITION OF THIS COLLATERALIZED TRUST OBLIGATION, AT ANY TIME DURING
ANY CALENDAR QUARTER 25% OR MORE OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS
REASONABLY DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE ASSETS OF BENEFIT
PLAN INVESTORS AND NO EXEMPTION OR EXCEPTION FROM THE PROHIBITED TRANSACTION
RULES UNDER SECTION 401(c) OF ERISA AND THE FINAL REGULATIONS THEREUNDER OR
UNDER AN EXEMPTION OR REGULATION ISSUED BY THE DOL UNDER ERISA APPLIES, THEN
SUCH INSURANCE COMPANY SHALL, IN A MANNER CONSISTENT WITH THE RESTRICTIONS ON
TRANSFER SET FORTH HEREIN, DISPOSE OF THIS COLLATERALIZED TRUST OBLIGATION FROM
ITS GENERAL ACCOUNT BY THE END OF THE NEXT FOLLOWING CALENDAR QUARTER.

                THIS COLLATERALIZED TRUST OBLIGATION 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 OF THIS COLLATERALIZED TRUST
OBLIGATION, BY THE PURCHASE HEREOF, AGREES

                                       55

<PAGE>

THAT THIS COLLATERALIZED TRUST OBLIGATION MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR OR (2) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON WHOM THE HOLDER REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A (A
"QIB") PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. EACH BENEFICIAL OWNER OF THIS
COLLATERALIZED TRUST OBLIGATION, BY THE ACCEPTANCE OF A BENEFICIAL INTEREST
HEREIN, IF SUCH BENEFICIAL OWNER ACQUIRED SUCH INTEREST IN A TRANSFER DESCRIBED
IN CLAUSE (2) ABOVE, IS DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING
FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.

                AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
COLLATERALIZED TRUST OBLIGATION AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON
THE FACE HEREOF.

                (d)     [RESERVED]

                (e)     Upon surrender for registration of transfer of a
Restricted Certificate at the office of the Transfer Agent and Registrar,
accompanied by a certification by the Holder of a Restricted Certificate
substantially in the form attached as Exhibit G, executed by the registered
owner, in person or by such Holder's attorney thereunto duly authorized in
writing, such Restricted Certificate shall be transferred upon the Certificate
Register, and the Transferor shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferees one or more new
registered Restricted Certificates of any authorized denominations and of a like
aggregate principal amount and tenor. Each transfer of a Restricted Certificate
shall be subject to the restrictions set forth in this Section 12 and to such
other restrictions as shall be set forth in the text of such Restricted
Certificate. Successive registrations of transfers as aforesaid may be made from
time to time as desired, and each such registration shall be noted on the
Certificate Register.

                (f)     The Transferor may at any time, without the consent of
the Series 2003-2 Certificateholders, (i) sell or transfer all or a portion of
the Class D Certificates, provided that (A) the Transferor shall have given
notice to the Trustee, the Servicer and each Rating Agency of such proposed sale
or transfer at least five Business Days prior to the consummation of such sale
or transfer, (B) no Early Amortization Event shall have occurred prior to the
consummation of such proposed sale or transfer; (C) the Transferor shall have
delivered an Officer's Certificate dated the date of the consummation of such
proposed sale or transfer to the effect that, in the reasonable belief of the
Transferor, such action will not, based on the facts known to such officer at
the time of such certification, cause an Early Amortization Event to occur with
respect to any Series, (D) the Transferor shall have provided an Opinion of
Counsel addressed to the Trustee, dated the date of such certificate, to the
effect that such proposed sale or transfer will not (x) adversely affect the tax
characterization as debt of Investor Certificates of any outstanding Series

                                       56

<PAGE>

or Class with respect to which an Opinion of Counsel addressed to the Trustee
was delivered at the time of their issuance that such Investor Certificates
would be characterized as debt, (y) cause the Trust to be classified, for
federal income tax purposes, as an association (or publicly traded partnership)
taxable as a corporation and (z) cause or constitute an event in which gain or
loss would be recognized by any Certificateholder and (E) the Rating Agency
Condition shall have been satisfied.

                (g)     No Class D Certificate or any interest therein may be
Transferred except in accordance with this Section 12. No Class D Certificate or
any interest therein may be Transferred to any Person (each, an "Assignee")
unless the Assignee shall have executed and delivered the certification referred
to in subsection 12(h) below and each of the Transferor and the Servicer shall
have granted its prior consent thereto. The consent of the Transferor and the
Servicer shall be granted unless the Transferor reasonably determines that such
Transfer would create a risk that the Trust would be classified for federal or
any applicable state tax purposes as an association or publicly traded
partnership taxable as a corporation; provided, however, that any attempted
Transfer that would cause the number of Holders to exceed ninety-nine shall be
void.

                (h)     Each initial purchaser of a Class D Certificate or any
interest therein and any Assignee shall certify to the Transferor, the Servicer
and the Trustee that it is either (x)(A) a citizen or resident of the United
States, (B) a corporation, partnership or other entity organized in or under the
laws of the United States or any political subdivision thereof which, if such
entity is a tax-exempt entity, recognizes that payments with respect to the
Class D Certificates may constitute unrelated business taxable income or (C) a
person not described in (A) or (B) whose ownership of the Class D Certificates
is effectively connected with the conduct of a trade or business within the
United States (within the meaning of the Code) and whose ownership of any
interest in a Class D Certificate will not result in any withholding obligation
with respect to any payments with respect to the Class D Certificates by any
Person and who will furnish to the Certificateholder making the Transfer, the
Servicer and the Trustee, a properly executed United States Internal Revenue
Service Form W-8ECI (and agree to provide a new Form W-8ECI upon the expiration
or obsolescence of any previously delivered form and comparable statements in
accordance with applicable United States laws) or (y) an estate or trust the
income of which is includible in gross income for United States federal income
tax purposes.

                (i)     Each initial purchaser of a Class D Certificate or any
interest therein and any Assignee shall certify to the Transferor, the Servicer
and the Trustee that it has neither acquired nor will it Transfer any interest
in a Class D Certificate or cause an interest in a Class D Certificate to be
marketed on or through (i) an "established securities market" within the meaning
of Section 7704(b)(1) of the Code and any treasury regulation thereunder,
including, without limitation, an over-the-counter-market or an interdealer
quotation system that regularly disseminates firm buy or sell quotations or (ii)
a "secondary market" within the meaning of Section 7704(b)(2) of the Code and
any treasury regulation thereunder, including, without limitation, a market
wherein interests in the Class D Certificates are regularly quoted by any Person
making a market in such interests and a market wherein any Person regularly
makes available bid or offer quotes with respect to interests in the Class D
Certificates and stands ready to effect buy or sell transactions at the quoted
price for itself or on behalf of others. In addition,

                                       57

<PAGE>

each initial purchaser of a Class D Certificate or any interest therein and any
Assignee shall certify, prior to any delivery or Transfer to it of a Class D
Certificate, that it is not and will not become, for so long as it holds an
interest in a Class D Certificate, a partnership, Subchapter S corporation or
grantor trust for United States federal income tax purposes. If an initial
purchaser of an interest in a Class D Certificate or an Assignee cannot make the
certification described in the preceding sentence, the Transferor may, in its
sole discretion, prohibit a Transfer to such entity; provided, however, that if
the Transferor agrees to permit such a Transfer, the Transferor, the Servicer or
the Trustee may require additional certifications in order to prevent the Trust
from being treated as a publicly traded partnership. Each Holder acknowledges
that special tax counsel to the Transferor may render Opinions of Counsel from
time to time to the Transferor and others that the Trust will not be treated as
a publicly traded partnership taxable as a corporation, and that such Opinions
of Counsel will rely in part on the accuracy of the certifications in this
subsection 12(i).

                (j)     Each Class D Certificate will bear a legend or legends
substantially in the following form:

                EACH PURCHASER OF THIS CLASS D CERTIFICATE REPRESENTS AND
WARRANTS FOR THE BENEFIT OF THE TRANSFEROR AND THE TRUSTEE THAT SUCH PURCHASER
IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHETHER OR NOT
SUBJECT TO TITLE I OF ERISA, (II) A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")) WHETHER OR NOT
SUBJECT TO SECTION 4975 OF THE CODE, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS
AND KEOGH PLANS, (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS"
(AS DESCRIBED IN 29 C.F.R. 2510.3-101) BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY OR (IV) A PERSON INVESTING "PLAN ASSETS" (AS DESCRIBED IN 29 C.F.R.
2510.3-101) OF ANY SUCH PLAN (INCLUDING, FOR PURPOSES OF CLAUSES (III) AND (IV),
INSURANCE COMPANY GENERAL ACCOUNTS BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED).

                THIS CLASS D CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR
TRANSFERRED, NOR MAY AN INTEREST IN THIS CLASS D CERTIFICATE BE MARKETED, ON OR
THROUGH AN "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF SECTION
7704(b)(1) OF THE CODE AND ANY TREASURY REGULATION THEREUNDER, INCLUDING,
WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN INTERDEALER QUOTATION
SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS.

                THIS 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 OF THIS CLASS D CERTIFICATE, BY THE PURCHASE
HEREOF, AGREES THAT THIS CLASS D CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED
OR OTHERWISE

                                       58

<PAGE>

TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (1) TO THE TRANSFEROR OR (2) TO A LIMITED NUMBER OF INSTITUTIONAL
"ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT) AND IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY THE
POOLING AND SERVICING AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE). EACH BENEFICIAL OWNER OF A CLASS D
CERTIFICATE, BY THE ACCEPTANCE OF A BENEFICIAL INTEREST HEREIN, IS DEEMED TO
REPRESENT THAT IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT). THIS CLASS D CERTIFICATE
WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT UPON PRESENTATION OF
EVIDENCE SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR THAT THE RESTRICTIONS
ON TRANSFER SET FORTH IN THE SERIES 2003-2 SUPPLEMENT HAVE BEEN COMPLIED WITH.
THIS CLASS D CERTIFICATE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF THE TRANSFEROR AND THE
SERVICER AND UNLESS AND UNTIL THE TRUSTEE SHALL HAVE RECEIVED THE CERTIFICATIONS
REQUIRED BY THE SERIES 2003-2 SUPPLEMENT.

                AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
CLASS D CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.

                (k)     Upon surrender for registration of transfer of a Class D
Certificate at the office of the Transfer Agent and Registrar, accompanied by a
certification by the Class D Certificateholder substantially in the form
attached as Exhibit H, executed by the registered owner, in person or by such
Class D Certificateholder's attorney thereunto duly authorized in writing, and
receipt by the Trustee of the written consent of each of the Transferor and the
Servicer to such transfer, such Class D Certificate shall be transferred upon
the Certificate Register, and the Transferor shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferees one or
more new registered Class D Certificates of any authorized denominations and of
a like aggregate principal amount and tenor. Each transfer of a Class D
Certificate shall be subject to the restrictions set forth in this Section 12
and to such other restrictions as shall be set forth in the text of the Class D
Certificates. Successive registrations and registrations of transfers as
aforesaid may be made from time to time as desired, and each such registration
shall be noted on the Certificate Register.

                Section 13        Tax Characterization of the Collateralized
Trust Obligations and the Class D Certificates. It is the intention of the
parties hereto that the Collateralized Trust Obligations and the Class D
Certificates be treated under applicable tax law as indebtedness. In the event
that any of the Collateralized Trust Obligations or the Class D Certificates are
not so treated, it is the intention of the parties that the Collateralized Trust
Obligations or the Class D Certificates, as the case may be, be treated under
applicable tax law as interests in a partnership that owns the Receivables. In
the event that any of the Collateralized Trust Obligations or the

                                       59

<PAGE>

Class D Certificates are treated under applicable tax law as interests in a
partnership, it is the intention of the parties that the Collateralized Trust
Obligations or the Class D Certificates, as the case may be, be treated as
guaranteed payments and, if for any reason they are not so treated, that the
Holders of the Collateralized Trust Obligations or the Class D Certificates, as
the case may be, be specially allocated gross interest income equal to the
interest accrued during each Interest Period on the Collateralized Trust
Obligations or the Class D Certificates, as the case may be.

                Section 14        Ratification of Master Pooling and Servicing
Agreement. As supplemented by this Series Supplement, the Agreement is in all
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken, and construed as one and the same
instrument; provided, however, that the fifth sentence of Section 9.2(a) shall
not apply to Series 2003-2.

                Section 15        Counterparts. This Series Supplement may be
executed in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which together
shall constitute one and the same instrument.

                Section 16        Governing Law. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                Section 17        Subordination of Certain Termination Payments.
Notwithstanding anything contained in Section 12.2(c), upon the sale of
Receivables or interests therein as provided in Section 12.2(c), the proceeds of
any such sale payable in respect of the Series 2003-2 Certificates shall be
payable first to the Class A Certificateholders on a pro rata basis until all
obligations payable in respect of the Class A Certificates are paid in full,
then to the Class B Certificateholders on a pro rata basis until all obligations
payable in respect of the Class B Certificates are paid in full, then to the CTO
Securityholders on a pro rata basis until all obligations payable in respect of
the Collateralized Trust Obligations are paid in full and then to the Class D
Certificateholders on a pro rata basis until all obligations payable in respect
of the Class D Certificates are paid in full.

                Section 18      Paired Series. Subject to obtaining confirmation
by each Rating Agency of the then existing ratings of each class of Series
2003-2 Certificates which is then rated, and prior to the commencement of the
Early Amortization Period, the Series 2003-2 Certificates may be paired with one
or more other Series (each, a "Paired Series"). Each Paired Series either will
be pre-funded with an initial deposit to a pre-funding account in an amount up
to the initial principal balance of such Paired Series and funded primarily from
the proceeds of the sale of such Paired Series or will have a variable principal
amount. Any such pre-funding account will be held for the benefit of such Paired
Series and not for the benefit of the Series 2003-2 Certificateholders. As
principal is paid or deposited into the Principal Funding Account with respect
to the Series 2003-2 Certificates, either (i) in the case of a pre-funded Paired
Series, an equal amount of funds on deposit in any pre-funding account for such
pre-funded Paired
                                       60

<PAGE>

Series will, if requested by the Transferor, be released (which funds will be
distributed to the Transferor) or (ii) in the case of a Paired Series having a
variable principal amount, an interest in such variable Paired Series in an
equal or lesser amount may, if requested by the Transferor, be sold by the Trust
(and the proceeds thereof will, if requested by the Transferor, be distributed
to the Transferor) and, in either case, the invested amount in the Trust of such
Paired Series will increase by up to a corresponding amount. Upon payment in
full of the Series 2003-2 Certificates, assuming that there have been no
unreimbursed charge-offs with respect to any related Paired Series, the
aggregate invested amount of such related Paired Series will have been increased
by an amount up to an aggregate amount equal to the Invested Amount paid to the
Series 2003-2 Certificateholders since the issuance of such Paired Series. The
issuance of a Paired Series will be subject to the conditions described in
subsection 6.9(b). If the Rating Agency Condition shall have been satisfied, the
numerator of the Class A Fixed Allocation Percentage, the Class B Fixed
Allocation Percentage, the CTO Fixed Allocation Percentage and the Class D Fixed
Allocation Percentage with respect to allocations of Collections of Principal
Receivables may be changed upon the occurrence of an Early Amortization Event
with respect to (and as defined in the Supplement for) a Paired Series (provided
that such numerator is not less than the Class A Invested Amount, the Class B
Invested Amount, the CTO Invested Amount or the Class D Invested Amount,
respectively, as of the last day of the Revolving Period (as defined in the
Supplement for such Paired Series)).

                                       61

<PAGE>

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

                                        TYLER INTERNATIONAL FUNDING, INC.,
                                            as Transferor


                                        By: /s/ Philip J. Dunn
                                            Name: Philip J. Dunn
                                            Title: Vice President


                                        FIRST NORTH AMERICAN NATIONAL BANK,
                                            as Servicer


                                        By: /s/ Daniel P. Tierney
                                            Name: Daniel P. Tierney
                                            Title: President


                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                            as Trustee


                                        By: /s/ Susan Barstock
                                            Name: Susan Barstock
                                            Title: Vice President

                                       62

<PAGE>

                                                                       EXHIBIT A

REGISTERED                                                          $322,500,000

No. A-1                                                    CUSIP No. 172937 AT 1

                Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the issuer 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 is 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.

                AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
CLASS A CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.

                      CIRCUIT CITY CREDIT CARD MASTER TRUST

                 CLASS A FLOATING RATE ASSET BACKED CERTIFICATE,
                                  SERIES 2003-2

                        Expected Final Distribution Date:
                          April 2006 Distribution Date

                  Each $1,000 minimum denomination represents a
              1/322,500 undivided interest in certain assets of the

                      CIRCUIT CITY CREDIT CARD MASTER TRUST

                Evidencing an undivided interest in a trust, the corpus of which
consists primarily of receivables generated from time to time in a portfolio of
designated consumer revolving credit card accounts originated by First North
American National Bank.

          (Not an interest in or obligation of First North American National
     Bank, Tyler International Funding, Inc., Circuit City Stores, Inc. or any
     of their affiliates)

                This certifies that Cede & Co. (the "Class A Certificateholder")
is the registered owner of a fractional undivided interest in certain assets of
a trust (the "Trust") created pursuant to the Amended and Restated Master
Pooling and Servicing Agreement dated as of December 31, 2001 (as amended and
supplemented, the "Agreement") among Tyler International Funding, Inc., a
Delaware corporation ("Tyler Funding"), as Transferor, First North American
National Bank, a national banking association (the "Bank"), as Transferor under
the Prior Agreement and as Servicer, and Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company), a New York banking corporation, as
trustee (the "Trustee"), as supplemented by the

<PAGE>

Series 2003-2 Supplement to Amended and Restated Master Pooling and Servicing
Agreement dated as of April 25, 2003 (as amended and supplemented, the "Series
Supplement"), among Tyler Funding, as Transferor, the Bank, as Servicer, and the
Trustee. The corpus of the Trust consists of (i) a portfolio of receivables now
existing or hereafter created (the "Receivables") arising under certain consumer
revolving credit card accounts from time to time originated by the Bank and
identified in the Agreement (the "Accounts"), (ii) all monies due or to become
due and all amounts received with respect to such Receivables (including Finance
Charge Receivables and Receoveries), (iii) all proceeds of such Receivables
(including Insurance Proceeds), (iii) the Interchange Amount with respect to
each Collection Period, (iv) all rights, remedies, powers, privileges and claims
of Tyler Funding under or with respect to the Receivables Purchase Agreement
dated as of December 31, 2001 (as amended, the "Receivables Purchase Agreement")
between the Bank, as Seller, and Tyler Funding, as Purchaser, (whether arising
pursuant to the terms of the Receivables Purchase Agreement or otherwise
available to Tyler Funding at law or in equity), including, without limitation,
the rights of Tyler Funding to enforce the Receivables Purchase Agreement and to
give or withhold any and all consents, requests, notices, directions, approvals,
extensions or waivers under or with respect to the Receivables Purchase
Agreement, (v) all monies as are from time to time deposited in the Collection
Account, the Excess Funding Account and any other account or accounts maintained
for the benefit of the Certificateholders (including, the extent specified in
the Series Supplement, investment earnings on such amounts), (vi) all monies as
are from time to time available under any Enhancement for any Series (or class
thereof) for payment to Certificateholders and (vii) all other assets and
interests constituting the Trust Property.

                Although a summary of certain provisions of the Agreement and
the Series Supplement is set forth below and on the Summary of Terms and
Conditions attached hereto and made a part hereof, this Class A Certificate does
not purport to summarize the Agreement and the Series Supplement and reference
is made to the Agreement and the Series Supplement for information with respect
to the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee. To the extent
there is a conflict between this Class A Certificate and the Agreement or the
Series Supplement, the Agreement or the Series Supplement, as applicable, will
control. A copy of the Agreement and the Series Supplement (without schedules)
may be requested from the Trustee by writing to the Trustee at the Corporate
Trust Office: 60 Wall Street, New York, New York 10005, Attention: Corporate
Trust and Agency Services. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Agreement or the
Series Supplement, as applicable.

                This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Series Supplement, to
which Agreement and Series Supplement, each as amended and supplemented from
time to time, the Class A Certificateholder by virtue of the acceptance hereof
assents and is bound.

                It is the intent of the Transferor and the Investor
Certificateholders (and Certificate Owners) that, for federal, state and local
income and franchise tax purposes only, the Investor Certificates will qualify
as indebtedness of the Transferor secured by the Receivables (unless otherwise
specified in the related Supplement). The Class A Certificateholder (and each
Certificate Owner of a Class A Certificate), by the acceptance of this Class A
Certificate (or its

                                        2

<PAGE>

interest therein), is deemed to agree to treat this Class A Certificate for
federal, state and local income and franchise tax purposes and any other tax
imposed on or measured by income as indebtedness of the Transferor.

                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 Agreement or the
Series Supplement or be valid for any purpose.

                                        3

<PAGE>

                IN WITNESS WHEREOF, the Transferor has caused this Class A
Certificate to be duly executed.

                                        TYLER INTERNATIONAL FUNDING, INC.


                                        By:
                                           -----------------------------------
                                           Name: Philip J. Dunn
                                           Title: Vice President

Dated: April 25, 2003

                                        4

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                This is one of the Class A Certificates described in the
within-mentioned Agreement and Series Supplement.

                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                        as Trustee

                                        By:
                                           -----------------------------------
                                            Authorized Officer

Dated: April 25, 2003

                                        5

<PAGE>

                      CIRCUIT CITY CREDIT CARD MASTER TRUST

                 CLASS A FLOATING RATE ASSET BACKED CERTIFICATE,
                                  SERIES 2003-2

                         Summary of Terms and Conditions

                This Class A Certificate is one of a Series of Certificates
entitled Circuit City Credit Card Master Trust, Series 2003-2 Certificates (the
"Series 2003-2 Certificates"), and one of a class thereof entitled Class A
Floating Rate Asset Backed Certificates, Series 2003-2 (the "Class A
Certificates"), each of which represents a fractional undivided interest in
certain assets of the Trust. The Trust Property is allocated in part to the
Investor Certificateholders of all outstanding Series (the "Certificateholders'
Interest") and the interests, if any, of any Enhancement Providers, with the
remainder allocated to the Transferor. The aggregate interest represented by the
Class A Certificates at any time in the Principal Receivables in the Trust shall
not exceed an amount equal to the Class A Invested Amount at such time. The
Class A Initial Invested Amount is $322,500,000. The Class A Invested Amount on
any date will be an amount equal to (a) the Class A Initial Invested Amount,
minus (b) the aggregate amount on deposit in the Principal Funding Account as of
such date in respect of Class A Monthly Principal (excluding interest and other
investment earnings on such amount), minus (c) the aggregate amount of principal
payments made to the Class A Certificateholders prior to such date, minus (d)
the excess, if any, of the aggregate amount of Class A Investor Charge Offs for
all prior Distribution Dates over the sum of the aggregate amount of Class A
Investor Charge Offs reimbursed prior to such date pursuant to the Series
Supplement and, without duplication, the aggregate amount of the reductions of
the Series Adjustment Amounts allocated to the Class A Invested Amount prior to
such date pursuant to the Series Supplement; provided, however, that the Class A
Invested Amount may not be reduced below zero. In addition, classes of the
Series 2003-2 Certificates entitled Class B Floating Rate Asset Backed
Certificates, Series 2003-2 (the "Class B Certificates"), Collateralized Trust
Obligations, Series 2003-2 (the "Collateralized Trust Obligations"), and Class D
Floating Rate Asset Backed Certificates, Series 2003-2 (the "Class D
Certificates"), will be issued. The Exchangeable Transferor Certificate, which
represents the Transferor Interest, has been issued to Tyler Funding pursuant to
the Agreement.

                Subject to the terms and conditions of the Agreement, the
Transferor may from time to time direct the Trustee, on behalf of the Trust, to
issue one or more new Series of Investor Certificates, which will represent
fractional undivided interests in certain Trust Property.

                Each Class A Certificate represents the right to receive
payments of (i) interest at the per annum rate of 0.43% in excess of LIBOR (as
determined on the related LIBOR Determination Date as set forth in the Series
Supplement), accruing from April 25, 2003, payable on June 16, 2003 and on the
15th day of each month thereafter (or, if such 15th day is not a Business Day,
the next succeeding Business Day) (each, a "Distribution Date") and (ii)
principal on the April 2006 Distribution Date (and on each Distribution Date
thereafter, if the Class A Certificates are not paid in full on the April 2006
Distribution Date) or, upon the occurrence of an Early Amortization Event, on
each Distribution Date relating to the Early Amortization Period, in each case
funded from a percentage of the payments received with respect to the

                                        6

<PAGE>

Receivables and certain other funds, all as more fully described in the
Agreement and the Series Supplement. Interest on the Class A Certificates will
be calculated on the basis of a 360-day year and the actual number of days in
the relevant Interest Period.

                The Class B Certificates, the Collateralized Trust Obligations
and the Class D Certificates are subordinated to the Class A Certificates to the
extent set forth in the Series Supplement.

                On each Distribution Date, the Paying Agent shall distribute to
each Class A Certificateholder of record on the last Business Day of the
preceding calendar month (each a "Record Date") such Class A Certificateholder's
pro rata share of such amounts (including amounts on deposit in the Principal
Funding Account) as are payable to the Class A Certificateholders pursuant to
the Agreement and the Series Supplement. Distributions with respect to this
Class A Certificate will be made by the Paying Agent by check mailed to the
address of the Class A Certificateholder of record appearing in the Certificate
Register without the presentation or surrender of this Class A Certificate or
the making of any notation thereon (except for the final distribution in respect
of this Class A Certificate), except that with respect to Class A Certificates
registered in the name of Cede & Co., the nominee for The Depository Trust
Company, distributions will be made to Cede & Co. in the form of immediately
available funds. Final payment of this Class A Certificate will be made only
upon presentation and surrender of this Class A Certificate at the office or
agency specified in the notice of final distribution delivered by the Trustee in
accordance with the Agreement and the Series Supplement.

                On any Distribution Date occurring on or after the day on which
the Invested Amount is reduced to an amount less than or equal to 10% of the
Initial Invested Amount, the Class A Certificates are subject to retransfer to
the Transferor. The retransfer price will be equal to the Class A Invested
Amount plus accrued but unpaid interest thereon.

                This Class A Certificate does not represent a recourse
obligation of, or an interest in, the Transferor, the Servicer, the Bank,
Circuit City Stores, Inc. or any of their affiliates and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality. This Class A Certificate is limited in
right of payment to certain Collections with respect to the Receivables (and
certain other amounts), all as more specifically set forth hereinabove and in
the Agreement and the Series Supplement.

                The Agreement and any Supplement may, subject to certain
conditions set forth in the Agreement, be amended from time to time by the
Servicer, the Transferor and the Trustee, without the consent of any of the
Investor Certificateholders. The Agreement and any Supplement may also be
amended from time to time by the Servicer, the Transferor and the Trustee, with
the consent of the Holders of Investor Certificates evidencing Undivided
Interests aggregating not less than 66-2/3% of the Invested Amount of all Series
adversely affected, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Agreement or any
Supplement or modifying in any manner the rights of the Investor
Certificateholders of any Series then issued and outstanding; provided, however,
that no such amendment shall (i) reduce in any manner the amount of, or delay
the timing of, distributions which are required to be made on any Investor
Certificate of such Series without the consent of the related Investor
Certificateholders, (ii) change the definition of or the manner of

                                        7

<PAGE>

calculating the Invested Amount, the Invested Percentage, the applicable
available amount under any Enhancement or the Investor Default Amount of such
Series without the consent of the related Investor Certificateholders or (iii)
reduce the aforesaid percentage required to consent to any such amendment,
without the consent of the related Investor Certificateholders. Any amendment
pursuant to this paragraph shall require that each Rating Agency rating the
affected Series confirm that such amendment will not cause a reduction or
withdrawal of the rating of any outstanding Series of Certificates.

                The Class A Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The transfer of this
Class A Certificate shall be registered in the Certificate Register upon
surrender of this Class A Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar, and thereupon one or
more new Class A Certificates in authorized denominations representing like
aggregate Undivided Interests in the Trust will be issued to the designated
transferee or transferees.

                As provided in the Agreement and subject to certain limitations
therein set forth, Class A Certificates are exchangeable for new Class A
Certificates in authorized denominations of like aggregate Undivided Interests
in the Trust as requested by the Class A Certificateholder surrendering such
Class A Certificates. No service charge may be imposed for any transfer or
exchange but the Transfer Agent and Registrar and the Trustee may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.

                The Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any
agent of any of them, shall be affected by notice to the contrary.

                THE AGREEMENT AND THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THE
AGREEMENT AND THIS CLASS A CERTIFICATE SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

                                        8

<PAGE>

                                   ASSIGNMENT

Social Security or other identifying number of assignee:

____________________

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

________________________________________________________________________________
                         (name and address of assignee)

the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.

Dated:                                                               *
                                        -----------------------------

                                        Signature Guaranteed:


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


----------
(*) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.

                                        9

<PAGE>

                                                                       EXHIBIT B

REGISTERED                                                       $[____________]

No. B-1                                                    CUSIP No. 172937 AU 8

                Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the issuer 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 is 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.

                EACH PURCHASER OF THIS CLASS B CERTIFICATE REPRESENTS AND
WARRANTS FOR THE BENEFIT OF THE TRANSFEROR AND THE TRUSTEE THAT SUCH PURCHASER
IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHETHER OR NOT
SUBJECT TO TITLE I OF ERISA, (II) A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") WHETHER OR NOT
SUBJECT TO SECTION 4975 OF THE CODE, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS
AND KEOGH PLANS, (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS"
(AS DESCRIBED IN 29 C.F.R. 2510.3-101) BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY OR (IV) A PERSON INVESTING "PLAN ASSETS" (AS DESCRIBED IN 29 C.F.R.
2510.3-101) OF ANY SUCH PLAN (INCLUDING, FOR PURPOSES OF CLAUSES (III) AND (IV),
INSURANCE COMPANY GENERAL ACCOUNTS BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED).

                AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
CLASS B CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.

<PAGE>

                      CIRCUIT CITY CREDIT CARD MASTER TRUST

                 CLASS B FLOATING RATE ASSET BACKED CERTIFICATE,
                                  SERIES 2003-2

                        Expected Final Distribution Date:
                          April 2006 Distribution Date

                  Each $1,000 minimum denomination represents a
              1/65,000 undivided interest in certain assets of the

                      CIRCUIT CITY CREDIT CARD MASTER TRUST

                Evidencing an undivided interest in a trust, the corpus of which
consists primarily of receivables generated from time to time in a portfolio of
designated consumer revolving credit card accounts originated by First North
American National Bank.

          (Not an interest in or obligation of First North American National
     Bank, Tyler International Funding, Inc., Circuit City Stores, Inc. or any
     of their affiliates)

                This certifies that Cede & Co. (the "Class B Certificateholder")
is the registered owner of a fractional undivided interest in certain assets of
a trust (the "Trust") created pursuant to the Amended and Restated Master
Pooling and Servicing Agreement dated as of December 31, 2001 (as amended and
supplemented, the "Agreement") among Tyler International Funding, Inc., a
Delaware corporation ("Tyler Funding"), as Transferor, First North American
National Bank, a national banking association (the "Bank"), as Transferor under
the Prior Agreement and as Servicer, and Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company), a New York banking corporation, as
trustee (the "Trustee"), as supplemented by the Series 2003-2 Supplement to
Amended and Restated Master Pooling and Servicing Agreement dated as of April
25, 2003 (as amended and supplemented, the "Series Supplement"), among Tyler
Funding, as Transferor, the Bank, as Servicer, and the Trustee. The corpus of
the Trust consists of (i) a portfolio of receivables now existing or hereafter
created (the "Receivables") arising under certain consumer revolving credit card
accounts from time to time originated by the Bank and identified in the
Agreement (the "Accounts"), (ii) all monies due or to become due and all amounts
received with respect to such Receivables (including Finance Charge Receivables
and Receoveries), (iii) all proceeds of such Receivables (including Insurance
Proceeds), (iii) the Interchange Amount with respect to each Collection Period,
(iv) all rights, remedies, powers, privileges and claims of Tyler Funding under
or with respect to the Receivables Purchase Agreement dated as of December 31,
2001 (as amended, the "Receivables Purchase Agreement") between the Bank, as
Seller, and Tyler Funding, as Purchaser, (whether arising pursuant to the terms
of the Receivables Purchase Agreement or otherwise available to Tyler Funding at
law or in equity), including, without limitation, the rights of Tyler Funding to
enforce the Receivables Purchase Agreement and to give or withhold any and all
consents, requests, notices, directions, approvals, extensions or waivers under
or with respect to the Receivables Purchase Agreement, (v) all monies as are
from time to time deposited in the Collection Account, the Excess Funding
Account and any other account or accounts maintained for the benefit of the
Certificateholders (including, the extent specified in the Series Supplement,
investment earnings on such amounts),

                                        2

<PAGE>

(vi) all monies as are from time to time available under any Enhancement for any
Series (or class thereof) for payment to Certificateholders and (vii) all other
assets and interests constituting the Trust Property.

                Although a summary of certain provisions of the Agreement and
the Series Supplement is set forth below and on the Summary of Terms and
Conditions attached hereto and made a part hereof, this Class B Certificate does
not purport to summarize the Agreement and the Series Supplement and reference
is made to the Agreement and the Series Supplement for information with respect
to the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee. To the extent
there is a conflict between this Class B Certificate and the Agreement or the
Series Supplement, the Agreement or the Series Supplement, as applicable, will
control. A copy of the Agreement and the Series Supplement (without schedules)
may be requested from the Trustee by writing to the Trustee at the Corporate
Trust Office: 60 Wall Street, New York, New York 10005, Attention: Corporate
Trust and Agency Services. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Agreement or the
Series Supplement, as applicable.

                This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Series Supplement, to
which Agreement and Series Supplement, each as amended and supplemented from
time to time, the Class B Certificateholder by virtue of the acceptance hereof
assents and is bound.

                It is the intent of the Transferor and the Investor
Certificateholders (and Certificate Owners) that, for federal, state and local
income and franchise tax purposes only, the Investor Certificates will qualify
as indebtedness of the Transferor secured by the Receivables (unless otherwise
specified in the related Supplement). The Class B Certificateholder (and each
Certificate Owner of a Class B Certificate), by the acceptance of this Class B
Certificate (or its interest therein), is deemed to agree to treat this Class B
Certificate for federal, state and local income and franchise tax purposes and
any other tax imposed on or measured by income as indebtedness of the
Transferor.

                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 Agreement or the
Series Supplement or be valid for any purpose.

                                        3

<PAGE>

                IN WITNESS WHEREOF, the Transferor has caused this Class B
Certificate to be duly executed.

                                        TYLER INTERNATIONAL FUNDING, INC.


                                        By:
                                           -----------------------------------
                                           Name: Philip J. Dunn
                                           Title: Vice President

Dated: April 25, 2003

                                        4

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                This is one of the Class B Certificates described in the
within-mentioned Agreement and Series Supplement.

                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                        as Trustee

                                        By:
                                           -----------------------------------
                                            Authorized Officer

Dated: April 25, 2003

                                        5

<PAGE>

                      CIRCUIT CITY CREDIT CARD MASTER TRUST

                 CLASS B FLOATING RATE ASSET BACKED CERTIFICATE,
                                  SERIES 2003-2

                         Summary of Terms and Conditions

                This Class B Certificate is one of a Series of Certificates
entitled Circuit City Credit Card Master Trust, Series 2003-2 Certificates (the
"Series 2003-2 Certificates"), and one of a class thereof entitled Class B
Floating Rate Asset Backed Certificates, Series 2003-2 (the "Class B
Certificates"), each of which represents a fractional undivided interest in
certain assets of the Trust. The Trust Property is allocated in part to the
Investor Certificateholders of all outstanding Series (the "Certificateholders'
Interest") and the interests, if any, of any Enhancement Providers, with the
remainder allocated to the Transferor. The aggregate interest represented by the
Class B Certificates at any time in the Principal Receivables in the Trust shall
not exceed an amount equal to the Class B Invested Amount at such time. The
Class B Initial Invested Amount is $65,000,000. The Class B Invested Amount on
any date will be an amount equal to (a) the Class B Initial Invested Amount,
minus (b) the aggregate amount on deposit in the Principal Funding Account as of
such date in respect of Class B Monthly Principal (excluding interest and other
investment earnings on such amount), minus (c) the aggregate amount of principal
payments made to the Class B Certificateholders prior to such date, minus (d)
the aggregate amount of Class B Investor Charge Offs for all prior Distribution
Dates, minus (e) the amount of Subordinated Principal Collections applied on all
prior Distribution Dates pursuant to the Series Supplement (excluding any
Subordinated Principal Collections that have resulted in a reduction of the CTO
Invested Amount or Class D Invested Amount pursuant to the Series Supplement),
minus (f) an amount equal to the amount by which the Class B Invested Amount has
been reduced on all prior Distribution Dates pursuant to the Series Supplement,
plus (g) the sum of the amount of Excess Spread and Shared Excess Finance Charge
Collections allocated and available on all prior Distribution Dates pursuant to
the Series Supplement for the purpose of reimbursing amounts deducted pursuant
to the foregoing clauses (d), (e) and (f) and, without duplication, the
aggregate amount of the reductions of the Series Adjustment Amounts allocated to
the Class B Invested Amount prior to such date pursuant to the Series
Supplement; provided, however, that the Class B Invested Amount may not be
reduced below zero. In addition, classes of the Series 2003-2 Certificates
entitled Class A Floating Rate Asset Backed Certificates, Series 2003-2 (the
"Class A Certificates"), Collateralized Trust Obligations, Series 2003-2 (the
"Collateralized Trust Obligations"), and Class D Floating Rate Asset Backed
Certificates, Series 2003-2 (the "Class D Certificates"), will be issued. The
Exchangeable Transferor Certificate, which represents the Transferor Interest,
has been issued to Tyler Funding pursuant to the Agreement.

                Subject to the terms and conditions of the Agreement, the
Transferor may from time to time direct the Trustee, on behalf of the Trust, to
issue one or more new Series of Investor Certificates, which will represent
fractional undivided interests in certain Trust Property.

                Each Class B Certificate represents the right to receive
payments of (i) interest at the per annum rate of 2.50% in excess of LIBOR (as
determined on the related LIBOR Determination Date as set forth in the Series
Supplement), accruing from April 25, 2003, payable on June 16, 2002 and on the
15th day of each month thereafter (or, if such 15th day is not a

                                        6

<PAGE>

Business Day, the next succeeding Business Day) (each, a "Distribution Date")
and (ii) principal on the April 2006 Distribution Date (and on each Distribution
Date thereafter, if the Class B Certificates are not paid in full on the April
2006 Distribution Date) or, upon the occurrence of an Early Amortization Event,
on each Distribution Date relating to the Early Amortization Period, in each
case funded from a percentage of the payments received with respect to the
Receivables and certain other funds, all as more fully described in the
Agreement and the Series Supplement. Interest on the Class B Certificates will
be calculated on the basis of a 360-day year and the actual number of days in
the relevant Interest Period.

                The Class B Certificates are subordinated to the Class A
Certificates to the extent set forth in the Series Supplement. The
Collateralized Trust Obligations and the Class D Certificates are subordinated
to the Class B Certificates to the extent set forth in the Series Supplement.

                On each Distribution Date, the Paying Agent shall distribute to
each Class B Certificateholder of record on the last Business Day of the
preceding calendar month (each a "Record Date") such Class B Certificateholder's
pro rata share of such amounts (including amounts on deposit in the Principal
Funding Account) as are payable to the Class B Certificateholders pursuant to
the Agreement and the Series Supplement. Distributions with respect to this
Class B Certificate will be made by the Paying Agent by check mailed to the
address of the Class B Certificateholder of record appearing in the Certificate
Register without the presentation or surrender of this Class B Certificate or
the making of any notation thereon (except for the final distribution in respect
of this Class B Certificate); provided, however, that, with respect to Class B
Certificates registered in the name of Cede & Co., the nominee for The
Depository Trust Company, distributions will be made to Cede & Co. in the form
of immediately available funds; and, provided further, that, with respect to
Class B Certificates registered in the name of Tyler International Funding,
Inc., distributions will be made to Tyler International Funding, Inc. in the
form of immediately available funds (delivered in accordance with written
instructions delivered to the Trustee prior to such Distribution Date). Final
payment of this Class B Certificate will be made only upon presentation and
surrender of this Class B Certificate at the office or agency specified in the
notice of final distribution delivered by the Trustee in accordance with the
Agreement and the Series Supplement.

                On any Distribution Date occurring on or after the day on which
the Invested Amount is reduced to an amount less than or equal to 10% of the
Initial Invested Amount, the Class B Certificates are subject to retransfer to
the Transferor. The retransfer price will be equal to the Class B Invested
Amount plus accrued but unpaid interest thereon.

                This Class B Certificate does not represent a recourse
obligation of, or an interest in, the Transferor, the Servicer, the Bank,
Circuit City Stores, Inc. or any of their affiliates and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality. This Class B Certificate is limited in
right of payment to certain Collections with respect to the Receivables (and
certain other amounts), all as more specifically set forth hereinabove and in
the Agreement and the Series Supplement.

                The Agreement and any Supplement may, subject to certain
conditions set forth in the Agreement, be amended from time to time by the
Servicer, the Transferor and the Trustee,

                                        7

<PAGE>

without the consent of any of the Investor Certificateholders. The Agreement and
any Supplement may also be amended from time to time by the Servicer, the
Transferor and the Trustee, with the consent of the Holders of Investor
Certificates evidencing Undivided Interests aggregating not less than 66-2/3% of
the Invested Amount of all Series adversely affected, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Agreement or any Supplement or modifying in any manner the rights of the
Investor Certificateholders of any Series then issued and outstanding; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, distributions which are required to be made on any Investor
Certificate of such Series without the consent of the related Investor
Certificateholders, (ii) change the definition of or the manner of calculating
the Invested Amount, the Invested Percentage, the applicable available amount
under any Enhancement or the Investor Default Amount of such Series without the
consent of the related Investor Certificateholders or (iii) reduce the aforesaid
percentage required to consent to any such amendment, without the consent of the
related Investor Certificateholders. Any amendment pursuant to this paragraph
shall require that each Rating Agency rating the affected Series confirm that
such amendment will not cause a reduction or withdrawal of the rating of any
outstanding Series of Certificates.

                The Class B Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The transfer of this
Class B Certificate shall be registered in the Certificate Register upon
surrender of this Class B Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar, and thereupon one or
more new Class B Certificates in authorized denominations representing like
aggregate Undivided Interests in the Trust will be issued to the designated
transferee or transferees.

                As provided in the Agreement and subject to certain limitations
therein set forth, Class B Certificates are exchangeable for new Class B
Certificates in authorized denominations of like aggregate Undivided Interests
in the Trust as requested by the Class B Certificateholder surrendering such
Class B Certificates. No service charge may be imposed for any transfer or
exchange but the Transfer Agent and Registrar and the Trustee may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.

                The Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them may treat the person in whose name this
Class B Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor any
agent of any of them, shall be affected by notice to the contrary.

                THE AGREEMENT AND THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THE
AGREEMENT AND THIS CLASS B CERTIFICATE SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

                                        8

<PAGE>

                                   ASSIGNMENT

Social Security or other identifying number of assignee:

____________________

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

________________________________________________________________________________
                         (name and address of assignee)

the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.

Dated:                                                               *
                                        -----------------------------

                                        Signature Guaranteed:

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

----------
(*) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.

                                        9