FORM OF MASTER POOLING AND SERVICING AGREEMENT

                                                                  EXHIBIT 4.2.4







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                              ACE SECURITIES CORP.
                                   Depositor,

                                [SERVICER NAME],
                                    Servicer

                                       and


                                 [TRUSTEE NAME],
                                     Trustee


                          [ ] CARD ACCOUNT MASTER TRUST


                     FORM OF POOLING AND SERVICING AGREEMENT

                                 dated as of [ ]


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                                TABLE OF CONTENTS

                                                                           PAGE
                                    ARTICLE I

                                   Definitions

   Section 1.01.      Definitions.............................................1
   Section 1.02.      Other Definitional Provisions and Rules
                         of Construction.....................................19

                                   ARTICLE II

                             Transfer of Receivables

   Section 2.01.      Transfer of Receivables................................20
   Section 2.02.      Acceptance by Trustee..................................21
   Section 2.03.      Representations and Warranties of the Depositor
                        Relating to the Depositor............................22
   Section 2.04.      Representations and Warranties of the Depositor
                         Relating to the Agreement and Any Supplement
                         and the Receivables.................................24
   Section 2.05.      Reassignment of Ineligible Receivables.................26
   Section 2.06.      Reassignment of Receivables in Trust Portfolio.........27
   Section 2.07.      Covenants of the Depositor.............................28
   Section 2.08.      Covenants of Depositor with Respect to Receivables
                        Purchase Agreement...................................29
   Section 2.09.      Addition of Accounts...................................30
   Section 2.10.       Removal of Accounts...................................35
   Section 2.11.      Account Allocations....................................37
   Section 2.12.      Discount Option........................................38

                                   ARTICLE III

                   Administration and Servicing of Receivables

   Section 3.01.      Acceptance of Appointment and Other Matters
                         Relating to the Servicer............................39
   Section 3.02.      Servicing Compensation.................................40
   Section 3.03.      Representations, Warranties and Covenants
                         of the Servicer.....................................40
   Section 3.04.      Reports and Records for the Trustee....................43
   Section 3.05.      Annual Certificate of Servicer.........................44
   Section 3.06.      Annual Servicing Report of Independent Public
                         Accountants; Copies of Reports Available............44
   Section 3.07.      Tax Treatment..........................................45
   Section 3.08.      Notices to the [Servicer Name].........................45
   Section 3.09.      Adjustments............................................45
   Section 3.10.      Reports to the Commission..............................46

                                   ARTICLE IV

   Rights of Certificateholders and Allocation and Application of Collections

   Section 4.01.      Rights of Certificateholders...........................46
   Section 4.02.      Establishment of Collection Account and
                         Excess Funding Account..............................47
   Section 4.03.      Collections and Allocations............................49
   Section 4.04.      Shared Principal Collections...........................51
   Section 4.05.      Excess Finance Charges.................................51

                                    ARTICLE V

                 Distributions and Reports to Certificateholders

                                   ARTICLE VI

                                The Certificates

   Section 6.01.      The Certificates.......................................52
   Section 6.02.      Authentication of Certificates.........................53
   Section 6.03.      New Issuances..........................................53
   Section 6.04.      Registration of Transfer and Exchange of
                         Certificates........................................55
   Section 6.05.      Mutilated, Destroyed, Lost or Stolen Certificates......57
   Section 6.06.      Persons Deemed Owners..................................58
   Section 6.07.      Appointment of Paying Agent............................58
   Section 6.08.      Access to List of Registered Certificateholders
                         Names and Addresses.................................59
   Section 6.09.      Authenticating Agent...................................60
   Section 6.10.      Book-Entry Certificates................................60
   Section 6.11.      Notices to Clearing Agency.............................61
   Section 6.12.      Definitive Certificates................................61
   Section 6.13.      Global Certificate; Exchange Date......................62
   Section 6.14.      Meetings of Certificateholders.........................63

                                   ARTICLE VII

                     Other Matters Relating to the Depositor

   Section 7.01.      Liability of the Depositor.............................65
   Section 7.02.      Merger or Consolidation of, or Assumption of
                         the Obligations of, the Depositor...................65
   Section 7.03.      Limitations on Liability of the Depositor..............66
   Section 7.04.      Liabilities............................................67

                                  ARTICLE VIII

                     Other Matters Relating to the Servicer

   Section 8.01.      Servicer...............................................67
   Section 8.02.      Merger or Consolidation of, or Assumption of the
                        Obligations of, the Servicer.........................67
   Section 8.03.      Limitation on Liability of the Servicer
                         and Others..........................................68
   Section 8.04.      Servicer Indemnification of the Trust and
                         the Trustee.........................................68
   Section 8.05.      The Servicer Not To Resign.............................69
   Section 8.06.      Access to Certain Documentation and Information
                        Regarding the Receivables............................69
   Section 8.07.      Delegation of Duties...................................70
   Section 8.08.      Examination of Records.................................70

                                   ARTICLE IX

                                 Pay Out Events

   Section 9.01.      Pay Out Events.........................................70
   Section 9.02.      Additional Rights upon the Occurrence
                         of Certain Events...................................71

                                    ARTICLE X

                                Servicer Defaults

   Section 10.01.     Servicer Defaults......................................72
   Section 10.02.     Trustee To Act; Appointment of Successor...............74
   Section 10.03.     Notification to Certificateholders.....................75

                                   ARTICLE XI

                                   The Trustee

   Section 11.01.     Duties of Trustee......................................76
   Section 11.02.     Certain Matters Affecting the Trustee..................77
   Section 11.03.      Trustee Not Liable for Recitals in
                         Certificates........................................79
   Section 11.04.     Trustee May Own Certificates...........................79
   Section 11.05.     The Servicer To Pay Trustee's Fees and
                         Expenses............................................79
   Section 11.06.     Eligibility Requirements for Trustee...................79
   Section 11.07.     Resignation or Removal of Trustee......................80
   Section 11.08.     Successor Trustee......................................80
   Section 11.09.     Merger or Consolidation of Trustee.....................81
   Section 11.10.     Appointment of Co-Trustee or Separate
                         Trustee.............................................81
   Section 11.11.     Tax Returns............................................82
   Section 11.12.     Trustee May Enforce Claims without
                         Possession of Certificates..........................82
   Section 11.13.     Suits for Enforcement..................................83
   Section 11.14.     Rights of Certificateholders to
                         Direct Trustee......................................84
   Section 11.15.     Representations and Warranties of Trustee..............84
   Section 11.16.     Maintenance of Office or Agency........................84
   Section 11.17.     Confidentiality........................................85

                                   ARTICLE XII

                                   Termination

   Section 12.01.     Termination of Trust...................................85
   Section 12.02.     Final Distribution.....................................85
   Section 12.03.     Depositor's Termination Rights.........................87

                                  ARTICLE XIII

                            Miscellaneous Provisions

   Section 13.01.     Amendment; Waiver of Past Defaults.....................87
   Section 13.02.     Protection of Right, Title and Interest
                         to Trust............................................88
   Section 13.03.     Limitation on Rights of Certificateholders.............89
   Section 13.04.     Governing Law..........................................90
   Section 13.05.     Notices; Payments......................................90
   Section 13.06.     Rule 144A Information..................................92
   Section 13.07.     Severability of Provisions.............................92
   Section 13.08.     Assignment.............................................92
   Section 13.09.     Certificates Nonassessable and Fully Paid..............92
   Section 13.10.     Further Assurances.....................................92
   Section 13.11.     Nonpetition Covenant...................................92
   Section 13.12.     No Waiver; Cumulative Remedies.........................93
   Section 13.13.     Counterparts...........................................93
   Section 13.14.     Third-Party Beneficiaries..............................93
   Section 13.15.     Actions by Certificateholders..........................93
   Section 13.16.     Merger and Integration.................................93
   Section 13.17.     Headings...............................................94
   Section 13.18.     Agreement to Constitute Security Agreement.............94


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          POOLING AND SERVICING AGREEMENT dated as of [ ] between Ace Securities
Corp., a Delaware corporation, as Depositor, [Servicer Name], as Servicer, and
[Trustee Name], a [ ] banking corporation, as Trustee.

          In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties, the Certificateholders
and any Series Enhancer to the extent provided herein and in any Supplement:


                                    ARTICLE I

                                   DEFINITIONS

          Section 1.01. DEFINITIONS. Whenever used in this Agreement, the
following words and phrases shall have the following meanings.

          "ACCOUNT" shall mean each Initial Account and each Additional Account,
but shall exclude any Account all the Receivables in which are either reassigned
or assigned to the Depositor or its designee or the Servicer in accordance with
the terms of this Agreement. The definition of Account shall include any
MasterCard(R) or Visa(R)1 account or accounts (each, a "Related Account") having
the following characteristics: (a) such Related Account was established in
compliance with the Lending Guidelines pursuant to a Credit Card Agreement; (b)
the Obligor or Obligors with respect to such Related Account are the same Person
or Persons as the Obligor or Obligors of the Account; (c) such Related Account
is originated (i) as a result of the credit card with respect to the Account
being lost or stolen; (ii) as a result of the Obligor requesting a change in his
billing cycle; (iii) as a result of the Obligor requesting the discontinuance of
responsibility with respect to an Account; (iv) as a result of the Obligor
requesting a product change; or (v) for any other reasons permitted by the
Lending Guidelines; and (d) such Related Account can be traced or identified by
reference to or by way of the computer or other records of the Depositor. From
and after the date on which an Account replaced by a Related Account is removed
from the computer records of the Depositor, such Account shall no longer be an
Account hereunder. The term "Account" shall be deemed to refer to an Additional
Account only from and after the Addition Date with respect thereto, and the term
"Account" shall be deemed to refer to any Removed Account only prior to the
Removal Date with respect thereto.

          "ACCUMULATION PERIOD" shall mean, with respect to any Series, the
period, if any, specified as such in the related Supplement.

          "ACE" shall mean Ace Securities Corp.

          "ADDITION DATE" shall mean (a) with respect to Additional Accounts,
the date on which the Receivables in such Additional accounts are conveyed to
the Trust pursuant to Section 2.08(a), (b) or (c), and (b) with respect to
Participation Interests, the date from and after which such Participation
Interests are to be included as Trust Assets pursuant to Section 2.08(a) or (b).

          "ADDITION DISCOUNT RECEIVABLES" shall mean, as of any applicable
Additional Cut-Off Date, the amount of Principal Receivables in Additional
Accounts designated by the Depositor to be treated as Finance Charge
Receivables; PROVIDED, HOWEVER, that the Depositor may not make such designation
unless (i) shall have received written notice from each Rating Agency that such
designation will not have a Ratings Effect and shall have delivered copies of
each such written notice to the Servicer and the Trustee, and (ii) the Depositor
shall have delivered to the Trustee and any Series Enhancer entitled thereto
pursuant to the relevant Supplement an Officer's Certificate of the Depositor,
to the effect that the Depositor reasonably believes that such designation will
not, based on the facts known to such officer at the time of such certification,
then cause a Pay-Out Event or any event that, after the giving of notice or the
lapse of time, would constitute a Pay-Out Event to occur with respect to any
Series.

          "ADDITIONAL ACCOUNT" shall mean each consumer revolving credit card
account or other consumer revolving credit account established pursuant to a
Credit Card Agreement, which account is designated pursuant to Section 2.08(a),
(b) or (c) to be included as an Account and is identified in a computer file or
microfiche list delivered to the Trustee by the Depositor pursuant to Sections
2.01 and 2.08 (g).

          "ADDITIONAL CUT-OFF DATE" shall mean the date as of which any
Additional Accounts or Participation Interests are to be included in the Trust,
as specified in the related Assignment.

          "ADDITIONAL DEPOSITORS" shall have the meaning specified in Section
2.08(f).

          "ADDITIONAL PAYMENT" shall have the meaning specified in Section
3.09(a).

          "AFFILIATE" shall mean, with respect to any specified Person, any
other Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "control" when used with
respect to any specified Person, shall mean the power to direct the management
and policies of a Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. The Trust shall not be
deemed an affiliate of the Depositor.

          "AGGREGATE ADDITION LIMIT" shall mean the number of accounts
designated as Automatic Additional Accounts, without prior Rating Agency
consent, and designated as Additional Accounts pursuant to Section 2.08(a),
without the prior Rating Agency notice described under Section 2.08(d)(v), which
would either (x) with respect to any three consecutive Monthly Periods, equal
15% of the number of Accounts at the end of the ninth Monthly Period preceding
the commencement of such three Monthly Periods (or, the Trust Cut-Off Date,
whichever is later) and (y) with respect to any twelve Monthly Periods, equal
20% of the number of Accounts as of the first day of such twelve Monthly Periods
(or, the Trust Cut-Off Date, whichever is later).

          "AGREEMENT" shall mean this Pooling and Servicing Agreement and all
amendments hereof and supplement hereto, including, with respect to any Series
or Class, the related Supplement.

          "ANNUAL MEMBERSHIP FEES" shall mean annual membership fees or any
similar term specified in the Credit Card Agreement applicable to each Account.

          "APPLICANTS" shall have the meaning specified in Section 6.08.

          "APPOINTMENT DATE" shall have the meaning specified in Section
9.02(a).

          "ASSIGNMENT" shall have the meaning specified in Section 2.08(g).

          "AUTHORIZED NEWSPAPER" shall mean any newspaper or newspapers of
general circulation (including The Wall Street Journal) in the Borough of
Manhattan, The City of New York, printed in the English language (and with
respect to any Series or Class, if and so long as the Investor Certificate of
such Series or Class are listed on a European stock exchange (including the
Luxembourg Stock Exchange) and such exchange shall so require, then in the city
of such exchange, printed in any language satisfying the requirements of such
exchange) and customarily published on each business day at such place, whether
or not published on Saturday, Sundays or holidays.

          "AUTOMATIC ADDITIONAL ACCOUNT" shall mean each consumer revolving
credit card account or other consumer revolving credit account established
pursuant to a Credit Card Agreement, which account is designated pursuant to
Section 2.08(c) to be included as an Account and is identified in a computer
file or microfiche list delivered to the Trustee by the Depositor pursuant to
Sections 2.01 and

          "DEPOSITOR'S AMOUNT" shall mean on any date of determination an amount
equal to the difference between (I) the sum of (A) the aggregate balance of
Principal Receivables at the end of the day immediately prior to such date of
determination and (B) Special Funding Amount at the end of the day immediately
prior to such date of determination MINUS (II) the Aggregate Invested Amount at
the end of such day.

          "DEPOSITOR'S CERTIFICATE" shall mean the certificate executed by the
Depositor and authenticated by or on behalf of the Trustee, substantially in the
form of Exhibit A, as the same may be modified in accordance with Section
2.08(f).

          "DEPOSITOR'S INTEREST" shall have the meaning specified in Section
4.01.

          "BEARER CERTIFICATES" shall have the meaning specified in Section
6.01.

          "BENEFIT PLAN" shall have the meaning specified in Section 6.04(c).

          "BOOK-ENTRY CERTIFICATES" shall mean beneficial interests in the
Investor Certificate, ownership and transfers of which shall be made through
book entries by a Clearing Agency as described in Section 6.10.

          "BUSINESS DAY" shall mean any day other than (a) a Saturday or Sunday
or (b) any other day on which national banking associations or state banking
institutions in New York, New York are authorized or obligated by law, executive
order or governmental decree to be closed.

          "CASH ADVANCE FEES" shall mean cash advance fees or any similar term
as specified in the Credit Card Agreement applicable to each Account.

          "CEDEL" shall mean Cedel S.A.

          "CERTIFICATE" shall mean any one of the Investor Certificates or the
Depositor's Certificate.

          "CERTIFICATE OWNER" shall mean, with respect to a Book-Entry
Certificate, the Person who is the owner of such Book-Entry Certificate, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency).

          "CERTIFICATE RATE" shall mean, with respect to any Series or Class,
the certificate rate specified therefor in the related Supplement.

          "CERTIFICATE REGISTER" shall mean the register maintained pursuant to
Section 6.04, providing for the Registration of the Registered Certificates and
the Depositor's Certificate and transfers and exchanges thereof.

          "CERTIFICATEHOLDER" or "HOLDER" shall mean an Investor
Certificateholder or a Person in whose name the Depositor's Certificate is
registered in the Certificate Register.

          "CERTIFICATEHOLDERS' INTEREST" shall have the meaning specified in
Section 4.01.

          "CLASS" shall mean, with respect to any Series, any one of the classes
of Investor Certificate of that Series.

          "CLEARING AGENCY PARTICIPANT" shall mean a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency pursuant to the rules and regulations of such Clearing Agency.

          "CLOSING DATE" shall mean, with respect to any Series., the closing
date specified in the related Supplement.

          "CODE" shall mean the Internal Revenue Code of 1986.

          "COLLECTION ACCOUNT" shall have the meaning specified in Section 4.02.

          "COLLECTIONS" shall mean (a) all payments by or on behalf of Obligors
(excluding Insurance Proceeds) received in respect to the Receivables, in the
form of cash, checks, wire transfers, electronic transfers, ATM transfers or any
other form of payment in accordance with the related Credit Card Agreement in
effect from time to time and (b) with respect to any Monthly Period, (i) a
portion, determined pursuant to Section 2.07(i), of the Interchange paid to the
Depositor through VISA and MasterCard with respect to such Monthly Period and
(ii) all Recoveries received during such Monthly Period and (iii) all payments
of Annual Membership Fees with respect to the accounts during such Monthly
Period.

          "COMMISSION" shall have the meaning specified in Section 3.01(b).

          "CONTROLLED AMORTIZATION PERIOD" shall mean, with respect to any
Series, the period, if any, specified as such in the related Supplement.

          "CORPORATE TRUST OFFICE" shall have the meaning specified in Section
11.16.

          "COUPONS" shall have the meaning specified in Section 6.01.

          "CREDIT CARD AGREEMENT" shall mean, with respect to an Account
governed by a Receivables Purchase Agreement, the agreements between the an
Account Owner and the related Obligor, governing the terms and conditions of
such Account, as such agreements may be amended, modified or otherwise changed
from time to time in accordance with Section 2.07(g), and as distributed
(including any amendments and revisions thereto) to holders of such Accounts.

          "DATE OF PROCESSING" shall mean, with respect to any transaction, the
date on which such transaction if first recorded under the Servicer's (or, in
the case of the Depositor, the Depositor's) computer file of consumer revolving
accounts (without regard to the effective date of such recordation).

          "DEFAULTED AMOUNT" shall mean, with respect to any Monthly Period, an
amount (which shall not be less than zero) equal to (a) the amount of Principal
Receivables which became Defaulted Receivables in such Monthly Period, minus (b)
the sum of (i) the amount of any Defaulted Receivables included in any Account
the Receivable in which the Depositor or the Servicer became obligated to accept
reassignment or assignment in accordance wit the terms of this Agreement during
such Monthly Period, (ii) the amount of Recoveries received in such Monthly
Period with respect to Finance Charge Receivables and Principal Receivables
previously charged off as uncollectible and (iii) the excess, if any, for the
immediately preceding Monthly Period of the sum computed pursuant to this clause
(b) for such Monthly Period over the amount of Principal Receivable which became
Defaulted Receivables in such Monthly Period; PROVIDED, HOWEVER, that, if an
Insolvency Event occurs with respect to the Depositor, the amount of such
Defaulted Receivables which are subject to reassignment to the Depositor in
accordance with the terms of the Agreement shall not be added to the sums so
subtracted and, if any of the events described in Section 10.01(d) occur with
respect to the Service, the amount of such Defaulted Receivables which are
subject to reassignment or assignment to the Service in accordance with the
terms of this Agreement shall not be added to the sum so subtracted.

          "DEFAULTED RECEIVABLES" shall mean, with respect to any Monthly
Period, all Principal Receivables in any Account which are charged off as
uncollectible, other than due to any Adjustment Payment, in such Monthly Period
in accordance with the Lending Guidelines and the Servicer's customary and usual
servicing procedures for servicing consumer revolving credit card and other
consumer revolving credit account receivables comparable to the Receivable, but
in any event not later that 180 days after such Receivable became due for
payment by the Obligor. For purposes of this definition, a Principal Receivable
in any Account shall become a Defaulted Receivable on the day on which such
Principal Receivable is recorded as charged off on the Servicer's computer
master file or consumer revolving credit accounts.

          "Definitive Certificates" shall have the meaning specified in Section
6.10.

          "DEFINITIVE EURO-CERTIFICATES" shall have the meaning specified in
Section 6.13(a).

          "DEPOSIT DATE" shall mean each day on which the Service deposits
Collections in the Collection Account.

          "DEPOSITARIES" shall mean the Person specified in the applicable
Supplement, in its capacity as depositary for the respective accounts of any
Clearing Agency or any Foreign Clearing Agencies.

          "DEPOSITARY AGREEMENT" shall mean, with respect to any Series or
Class, the agreement among the Depositor, the Trustee and the initial Clearing
Agency substantially in the form of Exhibit F.

          "DETERMINATION DATE" shall mean the fourth Business Day prior to each
Distribution Date.

          "DISCOUNT OPTION RECEIVABLES" shall have the meaning specified in
Section 2.11(a).

          "DISCOUNT OPTION RECEIVABLES COLLECTIONS" shall mean on any Date of
Processing on and after the date on which the Depositor's exercise of its
discount option pursuant to Section 2.11(a) takes effect, the product of (a) a
fraction the numerator of which is the amount of the Discount Option Receivables
and the denominator of which is the sum of the Principal Receivables other than
Discount Option Receivables) and the Discount Option Receivables in each case
(for both numerator and denominator) at the end of the prior Monthly Period and
(b) collection of Principal Receivables that arise in the Accounts on such day
on or after the date such option is exercised that would otherwise be Principal
Receivables.

          "DISCOUNT PERCENTAGE" shall have the meaning specified in Section
2.11(a).

          "DISTRIBUTION DATE" shall mean the 15th day of each calendar month
during the term hereof, or, if such 15th day is not a Business Day, the next
succeeding Business Day.

          "DOCUMENT DELIVERY DATE" shall mean the first Closing Date in the case
of Initial Accounts and the day that is on or prior to the tenth Business Day
after the Addition Date in the case of Additional Accounts or Participation
Interests added to the Trust.

          "EARLY AMORTIZATION PERIOD" shall mean, with respect to any Series,
the Period beginning at the close of business on the Business Day immediately
preceding the day on which a Pay-Out Event is deemed to have occurred with
respect to such Series, and ending upon the earlier to occur of (i) the payment
in full to the Investor Certificateholders of such Series of the Invested Amount
with respect to such Series and the payment in full to any applicable Series
Enhancer with respect to such Series of the Enhancement Invested Amount, if any,
with respect to such Series and (ii) the Series Termination Date with respect to
such Series.

          "ELIGIBLE ACCOUNT" shall mean a MasterCard or VISA consumer revolving
credit card account or other consumer revolving credit account owned by the
Depositor or any Affiliated of the Depositor which as of the Trust Cut-Off Date
with respect to an Initial Account or as of the related Addition Date with
respect to an Additional Account: (a) is in existence and maintained with the
Depositor or any Affiliated of the Depositor on the Trust Cut-Off Date or the
Addition Date, as the case may be; (b) is payable in United States dollars; (c)
as not been identified as an account the credit cards or checks, if any, with
respect to which have been reported to the Depositor or any Affiliate of the
Depositor as having been lost or stolen; (d) the Obligor or which has provided,
as his or her current billing address, an address located in the United States
(or its territories or possessions or a military address); (e) has not been, and
does not have any Receivables which have been, sold, pledged, assigned or
otherwise conveyed to any Person (except pursuant to this Agreement); (f) except
as provided below, does not have any Receivables which are Defaulted
Receivables; (g) does not have any Receivables which have been identified by the
Depositor or any Affiliate of the Depositor or the relevant Obligor as having
been incurred as a result or fraudulent use of any related credit card or check;
and (h) relates to an Obligor who is not identified by the Depositor or any
Affiliate of the Depositor in its computer files as being the subject of a
voluntary or involuntary bankruptcy proceeding. Eligible Accounts may include
account, the Receivable or which have been written off; PROVIDED that (a) the
balance of all Receivables included in such accounts is reflected on the books
and records of the Depositor or any Affiliate of the Depositor (and is treated
for purposes of this Agreement) as "zero", and (b) charging privileges with
respect to all such accounts have been concealed in accordance with the Lending
Guidelines of the Depositor and will not be reinstated by the Depositor or any
Affiliate of the Depositor or the Servicer.

          "ELIGIBLE DEPOSIT ACCOUNT" shall mean either (a) segregated account
with an Eligible Institution or (b) a segregate trust account with the corporate
trust department of a depository institution organized under the laws of the
United States or any one of the states thereof, including the District of
Columbia (or any domestic branch of a foreign bank), or a trust company
acceptable to each Rating Agency, and acting as a trustee for funds deposited in
such account, so long as any of the securities of such depository institution or
trust company shall have a credit rating from each Rating Agency in one of its
generic credit rating categories which signifies investment grade.

          "ELIGIBLE INSTITUTION" shall mean (a) a depository institution (which
may be the Trustee) organized under the laws of the United States or any one of
the states thereof which at all times (i) has either (x) a long-term unsecured
debt rating of A2 or better by Moody's or (y) a certificate of deposit rating of
P-1 by Moody's, (ii) has either (x) a long-term unsecured debt rating of AAA by
Standard & Poor's or (y) a certificate of deposit rating of A-1+ by Standard
Poor's and (iii) is a member of the FDIC or (b) any other institution that is
acceptable to each Rating Agency.

          "ELIGIBLE INVESTMENTS" shall mean book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form which evidence:

          (a) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of America;

          (b) demand deposits, time deposits or certificates of deposit (having
original maturities of no more than 365 days) of depository institutions or
trust companies incorporated under the laws of the United States of America or
any state thereof, including the District of Columbia, (or domestic branches of
foreign banks) and subject to supervision and examination by federal or state
banking or depository institution authorities; PROVIDED that at the time of the
Trust's investment or contractual commitment to invest therein, the short-term
debt rating of such depository institution or trust company shall be in the
highest investment category of each Rating Agency;

          (c) commercial paper or other short-term obligations having, at the
time of the Trust's investment or contractual commitment to invest therein, a
rating from each Rating Agency in its highest investment category;

          (d) demand deposits, time deposits and certificates of deposit which
are fully insured by the FDIC, with a Person the commercial paper of which has a
credit rating from each Rating Agency in its highest investment category;

          (e) notes or bankers' acceptances (having original maturities of no
more than 365 days) issued by any depository institution or trust company
referred to in (b) above;

          (f) investments in money market funds rated in the highest investment
category by each Rating Agency or otherwise approved in writing by each Rating
Agency;

          (g) time deposits (having maturities of not more than 30 days), other
than as referred to in clause (d) above, with a Person the commercial paper of
which has a credit rating from each Rating Agency in its highest investment
category; or

          (h) any other investments approved in writing by each Rating Agency.

          "ELIGIBLE RECEIVABLE" shall mean each Receivable:

          (a) which has arisen under an Eligible Account;

          (b) which was created in compliance in all material aspects with the
Lending Guidelines and all Requirements of Law applicable to the Depositor or
any Affiliate of the Depositor, the failure to comply with which would have a
material adverse effect on Investor Certificateholders, and pursuant to a Credit
Card Agreement which complies with all Requirements of Law applicable to the
Depositor or any Affiliate of the Depositor, the failure to comply with which
would have a material adverse effect on Investor Certificateholders;

          (c) with respect to which all material consents, licenses, approvals
or authorizations of, or registrations or declarations with, any Governmental
Authority required to be obtained, effected or given by the Depositor or any
Affiliate of the Depositor in connection with the creation of such Receivable or
the execution, delivery and performance by the Depositor or any Affiliate of the
Depositor of its obligations, if any, under the related Credit Card Agreement
have been duly obtained, effected or given and are in full force and effect as
of such date of creation of such Receivable;

          (d) as to which, at the time of its transfer to the Trust, the
Depositor or any Affiliate of the Depositor or the Trust will have good and
marketable title free and clear of all Liens (other than any Lien for municipal
or other local taxes if such taxes are not then due and payable or if the
Depositor or any Affiliate of the Depositor is then contesting the validity
thereof in good faith by appropriate proceedings and has set aside on its books
adequate reserves with respect thereto);

          (e) which has been the subject of either a valid transfer and
assignment from the Depositor or any Affiliate of the Depositor to the Trust of
all the right, title and interest therein of the Depositor or any Affiliate of
the Depositor (including any proceeds thereof), or the grant of a first priority
perfected security interest therein (and in the proceeds thereof), effective
until the termination of the Trust;

          (f) which at and after the time of transfer to the Trust is the legal,
valid and binding payment obligation of the Obligor thereon, legally enforceable
against such Obligor in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
receivership, conservatorship or other similar laws, now or hereafter in effect,
affecting the enforcement of creditors, rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity) or matter as to which the Servicer is
required by Section 3.09 to make an adjustment;

          (g) which constitutes either an "account" or a "general intangible"
under and as defined, in Article 9 of the UCC;

          (h) which, at the time of its transfer to the Trust, has not been
waived or modified except as permitted in accordance with Section 3.03(h);

          (i) which, at the time of its transfer to the Trust, is not subject to
any right of rescission, setoff, counterclaim or any other defense of the
Obligor (including the defense of usury), other than defenses arising out of
applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws affecting the enforcement of creditors,
rights in general and except as such enforceability may be limited by general
principles of equity (whether considered in a suit at law or equity) or matters
as to which the Servicer is required by Section 3.09 to make an adjustment;

          (j) as to which, at the time of its transfer to the Trust, the
Depositor or any Affiliate of the Depositor has satisfied all obligations on its
part to be fulfilled at the time it is transferred to the Trust; and

          (k) as to which, at the time of its transfer to the Trust, the
Depositor or any Affiliate of the Depositor has not taken any action which, or
failed to take any action, the omission of which, would, at the time of its
transfer to the Trust, impair in any material respect the rights of the Trust or
the Certificateholders therein.

          "ELIGIBLE SERVICER" shall mean the Trustee, a wholly-owned subsidiary
of the Trustee, or an entity which, at the time of its appointment as Servicer,
(a) is servicing a portfolio of consumer revolving credit card accounts or other
consumer revolving credit accounts, (b) is legally qualified and has the
capacity to service the Accounts, (c) is qualified (or licensed) to use the
software that the Servicer is then currently using to service the Accounts or
obtains the right to use, or has its own, software which is adequate to perform
its duties under this Agreement, (d) has, in the reasonable judgment of the
Trustee, demonstrated the ability to Professionally and competently service a
portfolio of similar accounts in accordance with customary standards of skill
and care and (e) has a net worth of at least $50,000,000 as of the end of its
most recent fiscal quarter.

          "ENHANCEMENT AGREEMENT" shall mean any agreement, instrument or
document governing the terms of any Series Enhancement or pursuant to which any
Series Enhancement is issued or outstanding.

          "ENHANCEMENT INVESTED AMOUNT", with respect to any Series, shall have
the meaning specified in the related Supplement.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974.

          "EUROCLEAR OPERATOR" shall mean Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System.]

          "EXCESS FINANCE CHARGES" shall have the meaning specified in Section
4.05.

          "EXCESS FUNDING ACCOUNT" shall have the meaning specified in Section
4.02.

          "EXCHANGE ACT", shall mean the Securities Exchange Act of 1934.

          "EXCHANGE DATE" shall mean, with respect to any Series, any date that
is after the related Series Issuance Date, in the case of Definitive
Euro-Certificates in registered form, or upon presentation of certification of
non-United States beneficial ownership (as described in Section 6.13), in the
case of Definitive Euro-Certificates in bearer form.

          "EXCLUDED SERIES" shall mean any Series designated as such in the
relevant Supplement.

          "FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor thereto.

          "FINANCE CHARGE RECEIVABLES" shall mean, with respect to any Monthly
Period, the sum of (a) all amounts billed to the Obligors on any Account in
respect of (i) Periodic Rate Finance charges, (ii) Cash Advance Fees, (iii) Late
Charge Fees, (iv) Overlimit Fees, (v) Returned other incidental and
miscellaneous fees and charges billed on the Accounts from time to time, and (b)
the amount of Discount Option Receivables, if any, for such Monthly Period.
Collections of Finance Charge Receivables with respect to any Monthly Period
shall include (i) a portion, determined pursuant to Section 2.07(i), of the
Interchange paid to the Depositor through VISA and MasterCard with respect to
such Monthly Period, and (ii) the Addition Discount Receivables to be deposited
into the Collection Account with respect to such Monthly Period.

          "FINANCE CHARGE SHORTFALLS" shall have the meaning specified in
Section 4.05.

          "FIRREA" shall mean the Financial Institutions Reform, Recovery and
Enforcement Act of 1989.

          "FLOATING ALLOCATION PERCENTAGE" shall mean, with respect to any
Series, the floating allocation percentage specified in the related Supplement.

          "FOREIGN CLEARING AGENCY" shall mean Cedel and the Euroclear Operator.

          "GLOBAL CERTIFICATE" shall have the meaning specified in Section
6.13(a).

          "GOVERNMENTAL AUTHORITY" shall mean the United States of America, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government and having jurisdiction over the applicable Person.

          "GROUP" shall mean, with respect to any Series, the group of Series,
if any, in which the related Supplement specifies such Series is to be included.

          "INELIGIBLE RECEIVABLES" shall have the meaning specified in Section
2.05(a).

          "INITIAL ACCOUNT" shall mean each MasterCard and VISA account, in each
case established pursuant to a Credit Card Agreement, chosen from Eligible
Accounts of the Depositor and identified in the computer file or microfiche list
delivered to the Trustee by the Depositor an or prior to the first Closing Date
pursuant to Section 2.01.

          "INSOLVENCY EVENT" shall have the meaning specified in Section
9.01(a).

          "INSOLVENCY PROCEEDS" shall have the meaning specified in Section
9.02(b).

          "INSURANCE PROCEEDS" shall mean any amounts received by the Servicer
pursuant to any credit life, credit disability or unemployment insurance
policies covering any Obligor with respect to Receivables under such Obligor's
Account.

          "INTERCHANGE" shall mean interchange fees payable to an Account Owner,
in its capacity as credit card-issuing bank, from VISA, MasterCard or any
similar entity or organization with respect to any other type of revolving
credit card accounts included as Accounts (except as otherwise provided in the
initial Assignment with respect to any such Accounts), in connection with
cardholder charges for goods and services. Any reference in this Agreement or
any Supplement to Interchange shall refer to only the fractional undivided
interest in the interchange fees that are transferred by an Account Owner to the
Depositor pursuant to a Receivables Purchase Agreement, which fractional
undivided interest may be less than a 100% interest therein.

          "INVESTED AMOUNT" shall mean, with respect to any Series and for any
date, an amount equal to the invested amount specified in the related
Supplement.

          "INVESTMENT COMPANY ACT" shall mean the Investment Company Act of
1940.

          "INVESTOR CERTIFICATEHOLDER" shall mean the Person in whose name a
Registered Certificate is registered in the Certificate Register or the bearer
of any Bearer Certificate (or the Global Certificate, as the case may be) or
Coupon.

          "INVESTOR CERTIFICATES" shall mean any one of the certificates
including the Bearer Certificates, the Registered Certificates or any Global
Certificate) executed by the Bank and authenticated by or on behalf of the
Trustee, substantially in the form attached to the related Supplement, other
than the Depositor's Certificate.

          "LATE CHARGE FEES" shall have the meaning specified in the Credit Card
Agreement applicable to each Account for late payment fees or similar terms with
respect to such Account.

          "LENDING GUIDELINES" shall mean an Account Owner's established
policies and procedures relating to the operation of its credit card business,
which are applicable to its entire portfolio of VISA and MasterCard and other
consumer-revolving accounts governed by a Receivables Purchase Agreement, and
are consistent with reasonably prudent practice, including the established
policies and procedures for determining the creditworthiness of credit card or
other revolving credit account customers, and the extension of credit-to-credit
card and other revolving credit account customers and relating to the
maintenance of credit card and other revolving credit accounts and collection of
receivables with respect thereto, as such policies and procedures may be
amended, modified, or otherwise changed from time to be in accordance with
Section 2.07(g).

          "LIEN" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, participation or equity interest, deposit arrangement, encumbrance,
lien (statutory or other), preference, priority or other security agreement, or
preferential arrangement of any kind or nature whatsoever, including any
conditional sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing and the filing of
any financing statement under the UCC (other than any such financing statement
filed for informational purposes only) or comparable law of any jurisdiction to
evidence any of the foregoing, excluding any lien or filing pursuant to this
Agreement; PROVIDED, HOWEVER, that any assignment or transfer pursuant to
Section 6.03(c) or Section 7.02 shall not be deemed to constitute a Lien.

          "MANAGER" shall mean the lead manager, manager or co-manager or person
performing a similar function with respect to an offering of Definitive
Euro-Certificates.

          "MASTERCARD" shall mean MasterCard International Incorporated or any
successor thereto.

          "MISCELLANEOUS PAYMENTS" shall mean, with respect to any Monthly
Period, the sum of Adjustment Payments and Transfer Deposit Amounts deposited in
the Collection Account with respect to such Monthly Period.

          "MONTHLY PERIOD" shall mean, with respect to each Distribution Date, a
period of approximately 30 days, that (a) contains a full set of processing
cycles with respect to the Accounts, as defined by the Servicer, (b) commences
on the day immediately succeeding the last day of the immediately preceding
Monthly Period and (c) ends prior to the Determination Date for such
Distribution Date; PROVIDED, HOWEVER, that the initial Monthly Period with
respect to any Series will commence on the Cut-Off Date with respect to such
Series.

          "MONTHLY SERVICING FEE" shall have the meaning specified in Section
3.02.

          "MOODY'S" shall mean Moody's Investors Service, Inc., or any successor
thereto.

          "NON-CODE ENTITY" shall mean a savings and loan association, a
national banking association, a bank or other entity that is not subject to
Title 11 of the United States Code.

          "NOTICES" shall have the meaning specified in Section 13.05(a).

          "OBLIGOR" shall mean, with respect to any Account, the Person or
Persons obligated to make payments with respect to such Account, including any
guarantor thereof.

          "OFFICERS CERTIFICATE" shall mean, unless otherwise specified in this
Agreement, a certificate delivered to the Trustee signed by any officer of the
Depositor or the Servicer, as the case may be, or, in the case of a Successor
Servicer, a certificate signed by a vice president or more senior officer or the
financial controller (or an officer holding an office with equivalent or more
senior responsibilities of such successor Servicer, and delivered to the Trustee
at its Corporate Trust office.

          "OPINION OF COUNSEL" shall mean a written opinion of counsel, in a
form reasonably acceptable to the Trustee, by counsel for, or an employee of,
the Person providing the opinion and who shall be reasonably acceptable to the
Trustee.

          "OVERLIMIT FEES" shall mean overlimit fees or any similar term
specified in the Credit Card Agreement applicable to each Account.

          "PARTICIPATION INTERESTS" shall mean participation representing
undivided interests in a pool of assets primarily consisting of revolving credit
card accounts or other revolving credit accounts owned by the Depositor or any
Affiliate thereof and collections thereon.

          "PAY OUT EVENT" shall mean, with respect to any Series, each event
specified in Section 9.01 and each additional event, if any, specified in the
relevant Supplement as a Pay-Out Event with respect to such Series.

          "PAYING AGENT" shall mean any paying agent and co-paying agent
appointed pursuant to Section 6.07, which initially shall be the Trustee.

          "PERIODIC RATE" shall mean the periodic rate or rates determined in
the manner described in the Credit Card Agreement applicable to each Account.

          "PERIODIC RATE FINANCE CHARGES" shall mean finance charges based on
the Periodic Rate or any similar term specified in the Credit Card Agreement
applicable to each Account.

          "PERSON" shall mean any legal person, including any individual,
corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, Governmental Authority or other entity of
similar nature.

          "PRINCIPAL ALLOCATION PERCENTAGE" shall mean, with respect to any
Series, the Principal allocation percentage specified in the related Supplement.

          "PRINCIPAL RECEIVABLES" shall mean all amounts, other than amounts
which represent Finance Charge Receivables, billed to the Obligors on any
Account in respect of (a) purchase of goods and services and (b) cash advances.
Such amounts shall exclude Defaulted Receivables. In calculating the aggregate
amount of Principal Receivables on any day, the amount of Principal Receivables
shall be reduced by the aggregate amount of credit balances in the Accounts on
such day. Any Principal Receivables which the Depositor is unable to transfer as
provided in Section 2.10 shall not be included in calculating the aggregate
amount of Principal Receivables, except to the extent so provided in Section
2.10.

          "PRINCIPAL SHARING SERIES" shall mean a Series that pursuant to the
Supplement therefor, is entitled to receive Shared Principal Collections.

          "PRINCIPAL SHORTFALLS" shall have the meaning specified in Section
4.04.

          "PRINCIPAL TERMS" shall mean, with respect to any Series, (i) the name
or designation; (ii) the initial principal amount (or method for calculating
such amount) and the Invested Amount of such Series; (iii) the Certificate Rate
(or method for the determination thereof) and the manner, if any, in which such
rate may be adjusted from time to time; (iv) the interest payment date or dates
and the manner, if any, in which the interest payment date or dates may be reset
from time to time and the date or dates from which interest shall accrue; (v)
the method for allocating collections to Certificateholders of such Series; (vi)
the designation of any Series Accounts and the terms governing the operation of
any such Series Accounts; (vii) the method of calculating the servicing fee with
respect thereto; (viii) the provider and the terms of any form of Series
Enhancement with respect thereto; (ix) the terms on which the Investor
Certificates of such Series may be exchanged for Investor Certificates of
another Series, repurchased by the Depositor or remarketed to other investors;
(x) the Series Termination Date; (xi) the number of Classes of Investor
Certificates of such Series and, if such Series consists of more than one Class,
the rights and priorities of each such Class; (xii) the extent to which that
Investor Certificates of such Series will be issuable in temporary or permanent
global form (and, in such case, the depositary for such Global Certificate or
Certificates, the terms and conditions, if any, upon which such Global
Certificate may be exchanged, in whole or in part, for Definitive Certificates,
and the manner in which any interest payable on a temporary or Global
Certificate will be paid); (xiii) whether the Investor Certificates of such
Series may be issued Bearer Certificates and any limitations imposed thereon;
(xiv) the priority of such Series with respect to any other Series (xv) the
Rating Agency or Agencies, if any, rating the Series; (xvi) the name of the
Clearing Agency, if any; (xvii) the base rate applicable to any series; (xviii)
the minimum amount of Principal Receivables required to be maintained through
the designation of Additional Accounts; (xix) any deposit into any account
maintained for the benefit of Certificateholders; (xx) the rights of the holder
of the Depositor's Certificate that have been transferred to the holders of such
Series; (xxi) the Group, if any, to which such Series belongs; (xxii) whether or
not such Series is a Principal Sharing Series; and (xxiii) any other terms of
such Series.

          "RATING AGENCY" shall mean, with respect to any outstanding Series or
Class, each statistical rating agency selected by the Depositor to rate the
Investor Certificates of such Series or Class.

          "RATINGS EFFECT" shall mean, with respect to any action and any Rating
Agency, that such action will not result in such Rating Agency's reducing or
withdrawal its rating of any outstanding Series or Class of Certificates with
respect to which it is a Rating Agency.

          "REASSIGNMENT" shall have the meaning specified in Section 2.09(b).

          "RECEIVABLES" shall mean all amounts shown on the Servicer's records
as Amounts payable by Obligors on any Account, from time to time, including
amounts payable for Principal Receivables and amounts payable for Finance Charge
Receivables; PROVIDED, HOWEVER, that such amounts shall not be included as or
deemed Receivables on and after the day on which they become Defaulted
Receivables; PROVIDED, FURTHER, HOWEVER, that for purposes of determining the
amount of Principal Receivables in the Trust and the deduction of the principal
amount of (x) Ineligible Receivables from such total amount of Principal
Receivables as required by section 2.05(b) and (y) Defaulted Receivables from
such total amount of Principal Receivables as required by subsection 3.03, the
foregoing proviso shall not apply. Any reference in this Agreement or any
Supplement to a Receivable (including any Principal Receivable, Finance Charge
Receivable or Defaulted Receivable) and any Collections thereon or other amounts
recoverable with respect thereto (including any Insurance Proceeds or Recoveries
with respect thereto) shall refer to only the fractional undivided interest in
the amounts paid or payable by Obligors on the Accounts that are transferred by
an Account Owner to the Depositor pursuant to a Receivables Purchase Agreement,
which undivided interest may be less than a 100% undivided interest therein.

          "RECEIVABLES PURCHASE AGREEMENTS" shall mean, as applicable, the
receivables purchase agreements between [Seller Name] and ACE, dated as of [ ],
in each case as amended from time to time, and includes any receivables purchase
agreement, substantially in the form of such agreements dated [ ], entered into
between ACE and an Account owner in the future.

          "RECORD DATE" shall mean, with respect to any Distribution Date, the
last Business Day of the preceding Monthly Period, except as otherwise provided
with respect to a Series in the related Supplement.

          "RECOVERIES" shall mean all amounts, excluding Insurance Proceeds,
received by the Servicer with respect to Receivables which have previously
become Defaulted Receivables, net of any out-of-pocket costs and expenses of
collection (including attorneys fees and expenses) deducted therefrom.

          "REGISTERED CERTIFICATEHOLDER" shall mean the Holder of a Registered
Certificate.

          "REGISTERED CERTIFICATES" shall have the meaning specified in Section
6.01.

          "RELATED ACCOUNT" shall have the meaning specified in the definition
of "Account".

          "REMOVAL DATE" shall have the meaning specified in Section 2.09(a).

          "REMOVAL NOTICE DATE" shall have the meaning specified in subsection
2.09(a).

          "REMOVED ACCOUNTS" shall have the meaning specified in Section 2.09(a)

          "REQUIRED DESIGNATION DATE" shall have the meaning specified in
Section 2.08(a).

          "REQUIRED PRINCIPAL BALANCE" shall mean, as of any date of
determination, (a) the sum of the "Initial Invested Amount" (as defined in the
relevant Supplement) of the Investor Certificates of each Series outstanding on
such date (other than any Series or portion thereof which is designated in the
relevant Supplement as then being an Excluded Series) minus (b) the principal
amount on deposit in the Excess Funding Account on such date; PROVIDED, HOWEVER,
if at any time the only Series outstanding are Excluded Series and a Pay-Out
Event has occurred with respect to one or more of such Series, the Required
Principal Balance shall mean (a) the sum of the Invested Amount (as defined in
the relevant Supplement) of each such Excluded Series as of the earliest date on
which any such Pay-Out Event is deemed to have occurred, minus (b) the principal
amount on deposit in the Excess Funding Account.

          "REQUIRED DEPOSITOR'S INTEREST" shall mean, with respect to any date,
an amount equal to the product of the Required Depositor's Percentage and the
aggregate amount of Principal Receivables in the Trust.

          "REQUIRED DEPOSITOR'S PERCENTAGE" shall mean 7%; PROVIDED, HOWEVER,
that the Depositor may reduce the Required Depositor's Percentage upon (w)
30days, prior notice to the Trustee, each Rating Agency and any Series Enhancer
entitled to receive such notice pursuant to the relevant Supplement, (x) receipt
of written notice by the Depositor from each Rating Agency that such reduction
will not have a Ratings Effect, (y) delivery by the Depositor of copies of each
such written notice to the Servicer and the Trustee and (z) delivery to the
Trustee and each such Series Enhancer of an Officer's Certificate of the
Depositor stating that the Depositor reasonably believes that such reduction
will not, based on the facts known to such officer at the time of such
certification, then cause a Pay-Out Event or any event that, after the giving of
notice or the lapse of time, would constitute a Pay-Out Event to occur with
respect to any Series; PROVIDED FURTHER, that the Required Depositor's
Percentage shall not at any time be less than the Specified Percentage.

          "REQUIREMENTS OF LAW" with respect to any Person shall mean the
certificate of incorporation or articles of association and by-laws or other
organizational or governing documents of such Person, and any law, treaty, rule
or regulation, determination of an arbitrator or Governmental Authority, in each
case applicable to or binding upon such Person or to which such Person is
subject, whether Federal, state or local (including usury laws, the Federal
Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors
of the Federal Reserve System).

          "RESPONSIBLE OFFICER" shall mean any Vice President, any Assistant
Vice President, the Secretary, any Assistant Secretary, the Treasure, any
Assistant Treasurer, or any other officer of the Trustee, the Depositor or the
Servicer customarily performing functions similar to those performed by any of
the above designated officers and also, with respect to a particular matter, any
other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

          "RETURNED CHECK CHARGES" shall mean the charges specified in the
Credit Card Agreement payable for returned payment checks drawn on an Account.

          "REVOLVING PERIOD" shall mean, with respect to any Series, the period
specified as such in the related Supplement.

          "RTC" shall mean the Resolution Trust any Series, the period
Corporation or any successor thereto.

          "RULE 144A" shall mean Rule 144A under the Act.

          "SERIES" shall mean any series of Investor Certificates established
pursuant to a Supplement.

          "SERIES ACCOUNT" shall mean any deposit, trust, escrow or similar
account maintained for the benefit of the Investor Certificateholders of any
Series or Class, as specified in any Supplement.

          "SERIES ENHANCEMENT" shall mean the rights and benefits provided to
the Investor Certificateholders of any Series or Class pursuant to any letter of
credit, surety bond, cash collateral guaranty, cash collateral account,
insurance policy, spread account, reserve account, guaranteed rate agreement,
maturity liquidity facility, tax protection agreement, interest rate swap
agreement, interest rate cap agreement, interest rate floor agreement, currency
exchange agreement, other derivative securities agreement or other similar
arrangement. The subordination of any Class or Series to another Class or Series
shall be deemed to be a Series Enhancement for such other Class or Series.

          "SERIES ENHANCER" shall mean the Person or Persons providing any
Series Enhancement, other than the Investor Certificateholders of any Class or
Series which is subordinated to another Class or Series.

          "SERIES ISSUANCE DATE" shall mean, with respect to any Series, the
date on which the Investor Certificates of such Series are to be originally
issued in accordance with Section 6.03 and the related Supplement.

          "SERIES TERMINATION DATE" shall mean, with respect to any Series, the
termination date specified in the related Supplement.

          "SERVICE TRANSFER" shall have the meaning specified in Section 10.01.

          "SERVICER" shall mean the [Servicer Name], in its capacity as Servicer
pursuant to this Agreement, and, after any Service Transfer, the Successor
Servicer.

          "SERVICER DEFAULT" shall have the meaning specified in Section 10.01.

          "SERVICING FEE" shall have the meaning specified in Section 3.02.

          "SERVICING FEE RATE" shall mean, with respect to any series, the
servicing fee rate specified in the related Supplement.

          "SERVICING OFFICER" shall mean any officer or duly appointed
attorney-in-fact of the Servicer who in either case is involved in, or
responsible for, the administration and servicing of the Receivables and whose
name appears on a list of servicing officers furnished to the Trustee by the
Servicer, as such list may from time to time be amended.

          "TRANSFER DATE" shall mean the Business Day immediately preceding each
Distribution Date.

          "TRANSFER DEPOSIT AMOUNT" shall mean, with respect to any Distribution
Date, the amount, if any, deposited into the Excess Funding Account and the
Collection Account on such Distribution Date in connection with the reassignment
of an Ineligible Receivable pursuant to Section 2.05 or 2.07(a) or the
reassignment or assignment of a Receivable pursuant to Section 3.03.

          "TRANSFER RESTRICTION EVENT" shall have the meaning specified in
Section 2.10.

          "TRUST" shall mean the [ ] Card Account Master Trust created by this
Agreement.

          "TRUST ASSETS" shall have the meaning specified in section 2.01.

          "TRUST CUT-OFF DATE" shall mean [ ].

          "TRUSTEE" shall mean [Trustee Name], not in its Individual capacity,
but solely in its capacity as trustee on behalf of the Trust, or its successor
in interest, or any successor trustee appointed as herein provided.

          "UCC" shall mean the Uniform Commercial Code, as amended from time to
time, as in effect to the State of [ ] and in any other state where the filing
of a financing statement is required to perfect the Trust's interest in the
Receivables and the proceeds thereof or in any other specified jurisdiction.

          "UNALLOCATED PRINCIPAL COLLECTIONS", shall have the meaning specified
in Section 4.03(c).

          "UNITED STATES" shall mean the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

          "U.S. ALIEN" or "UNITED STATES ALIEN" shall mean any corporation,
partnership, individual or fiduciary that, as to the United States, and for
United States income tax purposes, is (i) a foreign corporation, (ii) a foreign
partnership one or more of the members of which is, as to the United states, a
foreign corporation, a nonresident alien individual or a nonresident alien
fiduciary of a foreign estate or trust, (iii) a nonresident alien individual or
(iv) a nonresident alien fiduciary of a foreign estate or trust.

          "U.S. PERSON" or "UNITED STATES PERSON" shall mean a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States, or an estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source.

          "VISA" shall mean VISA U.S.A., Inc., or any successor thereto.

          Section 1.02. OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.
With respect to any Series, all terms used herein and not otherwise defined
herein shall have meanings ascribed to them in the related Supplement.

          (a)       All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

          (b)       As used in this Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate or
other document to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles or regulatory
accounting principles, as applicable, as in effect on the date of this Agreement
or on the date of any such certificate or other document. To the extent that the
definitions of accounting terms in this Agreement or in any such certificate or
other document are inconsistent with the meanings of such terms under generally
accepted accounting principles or regulatory accounting principles, the
definitions contained in this Agreement or in any such certificate or other
document shall control.

          (c)       The agreements representations and warranties of ACE in this
Agreement as Depositor shall be deemed to be the agreements, representations and
warranties of ACE solely in its capacity for so long as ACE acts in such
capacity under this Agreement.

          (d)       The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; references to any
Article, Section, Schedule or Exhibit are references to Articles, Sections,
Schedules and Exhibits in or to this Agreement unless otherwise specified; and
the term "including" means "including without limitation".

          (e)       All references herein to laws, statutes, acts and
regulations shall mean laws, statutes, acts and regulations as amended or
recodified from time to time.

          (f)       All references herein (including the terms defined in
Section 1.01) to the singular shall include the plural and vice versa, unless
the context requires otherwise.

          (g)       All references herein to the masculine, feminine or neuter
gender shall include all other genders.


                                   ARTICLE II

                             TRANSFER OF RECEIVABLES

           Section 2.01. TRANSFER OF RECEIVABLES. By execution of this
Agreement, the Depositor does hereby sell, transfer, assign, set over and
otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the
Certificateholders, all its right, title and interest in, to and under the
Receivables existing at the opening of business on the Trust Cut-Off Date, in
the case of Receivables arising in the Initial Accounts, and on each Additional
Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and
in each case thereafter created from time to time until the termination of the
Trust, all moneys due or to become due and all amounts received with respect
thereto and all proceeds (including "proceeds" as defined in the UCC, and
Recoveries but excluding Insurance Proceeds) thereof, and all its rights, title
and interest in, to and under the Interchange payable pursuant to Section
2.07(i). Such property, together with all moneys on deposit in the Collection
Account, the Excess Funding Account, the Series Accounts and any Series
Enhancement shall constitute the assets of the Trust (the "Trust Assets"). The
foregoing does not constitute and is not intended to result in the creation or
assumption by the Trust, the Trustee, any Investor Certificateholder or any
Series Enhancer of any obligation of the Depositor, the Servicer or any other
Person in connection with the Accounts or the Receivables or under any agreement
or instrument relating thereto, including any obligation to Obligors, merchant
banks, merchants clearance systems, VISA, MasterCard or insurers.

          The Depositor agrees to record and file, at its own expense, financing
statements (and continuation statements when applicable) with respect to the
Receivables now existing and hereafter created in the Accounts meeting the
requirements of applicable state law in such manner and in such jurisdictions as
are necessary to perfect, and maintain the perfection of, the sale and
assignment of such Receivables to the Trust, and to deliver a file stamped copy
of each such financing statement or other evidence of such filing (which may,
for purposes of this Section 2.01, consist of telephone confirmation of such
filing) to the Trustee on or prior to the first Closing Date, in the case of
such Receivables arising in the Initial Accounts, and (if any additional filing
is so necessary) the applicable Addition Date, in the case of such Receivables
arising in Additional Accounts. The Trustee shall be under no obligation
whatsoever to file such financing or continuation statements or to make any
other filing under the UCC in connection with such sale and assignment.

          The Depositor further agrees, at its own expense, (a) on or prior to
(x) the first Closing Date, in the case of the Initial Accounts, (y) the
applicable Addition Date, in the case of Additional Accounts, and (z) the
applicable Removal Date, in the case of Removed Accounts, to indicate clearly
and unambiguously in its computer files that Receivables created in connection
with the Accounts (other than Removed Accounts) have been conveyed to the Trust
pursuant to this Agreement for the benefit of the Certificateholders and (b) on
or prior to the applicable Document Delivery Date, to deliver to the Trustee a
computer file on media and in a file format reasonably acceptable to the Trustee
or microfiche list containing a true and complete list of all such Accounts
specifying for each such Account, as of the Trust Cut-Off Date, in the case of
the Account, as of the Trust Cut-Off Date, in the case of the Initial Accounts,
the applicable Additional Cut-Off Date, in the case of Additional Accounts, and
the applicable Removal Date, in the case of the Removed Accounts, its account
number, the collection status, the aggregate amount outstanding in such Account
and the aggregate amount of Principal Receivables outstanding in such Account.
Such file or list, as supplemented form time to time to reflect Additional
Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement
and is hereby incorporated into and made a part of this Agreement.

          Section 2.02. ACCEPTANCE BY TRUSTEE. The Trustee hereby acknowledges
its acceptance on behalf of the Trust of all right, title and interest to the
property, now existing and hereafter created, conveyed to the Trust pursuant to
Section 2.01 and declares that it shall maintain such right, title and interest,
upon the trust herein set forth, for the benefit of all Certificateholders. The
Trustee further acknowledges that, prior to or simultaneously with the execution
and delivery of this Agreement, the Depositor delivered to the Trustee the
computer file or microfiche list relating to the Initial Accounts described in
the last paragraph of Section 2.01.

          (a)       The Trustee hereby agrees not to disclose to any Person any
of the account numbers or other information contained in the computer files or
microfiche lists marked as Schedule 1 or otherwise delivered to the Trustee from
time to time, except (i) to a Successor Servicer or as required by a Requirement
of Law applicable to the Trustee, (ii) in connection with the performance of the
Trustee's duties hereunder or (iii) in enforcing the rights of
Certificateholders. The Trustee agrees to take such measures as shall be
reasonably requested by the Depositor to protect and maintain the security and
confidentiality of such information and, in connection therewith, will allow the
Depositor to inspect the Trustee's security and confidentiality arrangements
from time to time during normal business hours. The Trustee shall when possible
provide the Depositor with written notice 30 days prior to any disclosure
pursuant to this Section.

          (b)       The Trustee shall have no power to create, assume or incur
indebtedness or other liabilities in the name of the Trust other than as
contemplated in this Agreement or any Supplement.

          (c)       The Trustee hereby agrees not to use any information it
obtains pursuant to this Agreement, including any of the account numbers or
other information contained in the computer files or microfiche lists marked as
Schedule 1 or otherwise delivered by the Depositor to the Trustee, directly or
indirectly, to compete or assist any person in competing with the Depositor in
its business.

          Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR RELATING
TO THE DEPOSITOR. The Depositor hereby represents and warrants to the Trust and
the Trustee as of each Closing Date that:

          (a)       ORGANIZATION AND GOOD STANDING. The Depositor is a
corporation, validly existing under the laws of the jurisdiction of its
organization or incorporation, and has, in all material respects, full power and
authority to own its properties and conduct its business as such properties are
presently owned and such business is presently conducted, and to execute,
deliver and perform its obligations under this Agreement and each Supplement and
to execute and deliver to the Trustee the Certificates pursuant hereto.

          (b)       DUE QUALIFICATION. The Depositor is duly qualified to do
business and is in good standing as a foreign corporation (or is exempt from
such requirements), and has obtained all necessary licenses and approvals, in
each jurisdiction in which failure to so qualify or to obtain such licenses and
approvals would render any Credit Card Agreement relating to an Account or any
Receivable unenforceable by the Depositor, the Servicer or the Trustee or would
have a material adverse effect on the interests of the Certificateholders
hereunder or under any Supplement; PROVIDED, HOWEVER, that no representation or
warranty is made with respect to any qualifications, licenses or approvals which
the Trustee has or may be required at any time to obtain, if any, in connection
with the transactions contemplated hereby.

          (c)       DUE AUTHORIZATION. The execution and delivery of this
Agreement and each Supplement, the execution and delivery to the Trustee of the
Certificates and the consummation of the transactions provided for in this
Agreement and each Supplement have been duly authorized by the Depositor by all
necessary corporate action on the part of the Depositor.

          (d)       NO CONFLICT. The execution and delivery of this Agreement,
each Supplement and the Certificates, the performance of the transactions
contemplated by this Agreement and each Supplement and the fulfillment of the
terms hereof and thereof applicable to the Depositor will not conflict with or
violate the articles of association or by-laws of the Depositor or conflict
with, result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time or both) a material default under, any
material indenture, contract, agreement, mortgage, deed of trust or other
instrument to which the Depositor is a party or by which it or any or its
properties are bound.

          (e)       NO VIOLATION. The execution and delivery of this Agreement,
each Supplement and the Certificates, the performance of the transactions
contemplated by this Agreement and each Supplement and the fulfillment of the
terms hereof and thereof applicable to the Depositor will not conflict with or
violate in any material respect any Requirements of Law applicable to the
Depositor.

          (f)       NO PROCEEDINGS. There are no proceedings or investigations
pending or, to the best knowledge of the Depositor, threatened against the
Depositor, before any Governmental Authority (i) asserting the invalidity of
this Agreement, any Supplement or the Certificates, (ii) seeking to prevent the
issuance of the Certificates or the consummation by the Depositor of any of the
transactions contemplated by this Agreement, any Supplement or the Certificates,
(iii) seeking any determination or ruling that, in the reasonable judgment of
the Depositor, would materially and adversely affect the performance of its
obligations under this Agreement or any Supplement, (iv) seeking any
determination or ruling that would materially and adversely effect the valid or
enforceability of this Agreement, any Supplement or the Certificates or (v)
seeking to affect adversely the income tax attributes of the Trust under the
Federal income or Ohio income or franchise tax systems.

          (g)       ALL CONSENTS REQUIRED. All authorizations, consents, orders
or other actions of any Person or of any Governmental Authority required to be
obtained by the Depositor in connection with the execution and delivery by the
Depositor of this Agreement, each Supplement and the Certificates, the
performance by the Depositor of the transactions contemplated by this Agreement
and each Supplement and the fulfillment by the Depositor of the terms hereof and
thereof, have been obtained, except such as are required by state securities or
"Blue Sky" laws in connection with the distribution of the Certificates.

          [(h)      INSOLVENCY. No Insolvency Event with respect to the
Depositor has occurred and the transfer of the Receivables by the Depositor to
the Trust has not been made in contemplation of the occurrence thereof.]

          [The representations and warranties set forth in this Section 2.03
shall survive the transfer and assignment of the Receivables to the Trust. Upon
discovery by a Responsible Officer of the Depositor, the Servicer or the trustee
of a breach of any of the representations and warranties set forth in this
Section 2.03, the party, discovering such breach shall give prompt written
notice to the others and to each Series Enhancer entitled thereto pursuant to
the relevant Supplement within three Business Days following such discovery. The
Depositor agrees to cooperate with the Servicer and the Trustee in attempting to
cure any such breach. For purposes of the representations and warranties set
forth in this Section 2.03, each reference to a Supplement shall be deemed to
refer only to those Supplements in effect as of the relevant Closing Date.]

          Section 2.04. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR RELATING
TO THE AGREEMENT AND ANY SUPPLEMENT AND THE RECEIVABLES.

          (a)       REPRESENTATIONS AND WARRANTIES. The Depositor hereby
represents and warrants to the Trust and the Trustee as of the date of this
Agreement and the date of each Supplement, as of each Closing Date and, with
respect to Additional Accounts, as of the related Addition Date that:

               (i) this Agreement, each Supplement and, in the case of
          Additional Accounts, the related Assignment, each constitutes a legal,
          valid and binding obligation of the Depositor enforceable against the
          Depositor in accordance with its terms, except as such enforceability
          may be limited by applicable bankruptcy, insolvency, reorganization,
          moratorium, receivership, conservatorship or other similar laws now or
          hereafter in effect affecting the enforcement of creditors' rights in
          general or by general principles of equity (whether considered in a
          suit at law or in equity);

               (ii) as of the first Closing Date, as of the related Addition
          Date, with respect to Additional Accounts, and as of the applicable
          Removal Date, with respect to the Removed Accounts, Schedule 1 to this
          Agreement and the related computer file or microfiche list delivered
          pursuant to this Agreement, as supplemented to such date, is an
          accurate and complete listing in all material respects of all the
          Accounts as the Trust Cut-Off Date, such Additional Cut-Off Date or
          such Removal Date, as the case may be, and the information contained
          therein with respect to the identify of such Accounts and the
          Receivables existing in such Accounts is true and correct in all
          material respects as of the trust Cut-Off Date, such Additional
          Cut-Off Date or such Removal Date, as the case may be;

               (iii) each Receivable conveyed to the Trust by the Depositor has
          been conveyed to the Trust free and clear of any Lien (other than
          Liens permitted under subsection 2.07(b));

               (iv) with respect to each Receivable, all authorizations,
          consents, licenses, orders or approvals of or registrations or
          declarations with any Governmental Authority required to be obtained,
          effected or given by the Depositor in connection with the transfer by
          the Depositor of Receivables to the Trust have been duly obtained,
          effected or given and are in full force and effect;

               (v) [subject, in each case pertaining to proceeds, to Section
          9-306 of the UCC, and further subject to any Liens permitted under
          subsection 2.07(b), each of this Agreement and, in the case of
          Additional Accounts, the related Assignment constitutes a valid sale,
          transfer and assignment to the Trust of all right, title and interest
          of the Depositor in the Receivables now existing or hereafter created
          and the proceeds thereof; or, if this Agreement or, in the case of
          Additional Accounts, the related Assignment does not constitute a sale
          of such property, it constitutes a grant of a "security interest" (as
          defined in the UCC) in such property to the Trust, which, in the case
          of existing Receivables and the proceeds thereof, is enforceable upon
          execution and delivery of this Agreement, or, with respect to then
          existing Receivables in Additional Accounts, as of the applicable
          Addition Date, and which will be enforceable with respect to such
          Receivables hereafter and thereafter created and the proceeds thereof
          upon such creation. Upon the filing of the financing statements
          pursuant to Section 2.01 and, in the case of Receivables hereafter
          created and the proceeds thereof, upon the creation thereof, the Trust
          shall have a first priority perfected security or ownership interest
          in such property and proceeds except for Liens permitted under
          subsection 2.07(b);

               [(vi) except as otherwise expressly provided in this Agreement or
          any Supplement, neither the Depositor nor any Person claiming through
          or under the Depositor has any claim to or interest in the Collection
          Account, any Series Account or any Series Enhancement;]

               (vii) on the Trust Cut-Off Date, each Account was an Eligible
          Account and, in the case of Additional Accounts, on the Additional
          Cut-Off Date with respect thereto, each such Account will be an
          Eligible Account;

               (viii) on the Trust Cut-Off Date, each Receivable then existing
          was an Eligible Receivable and, in the case of Additional Accounts, on
          the Addition Date with respect thereto, each Receivable contained
          therein will be an Eligible Receivable;

               (ix) as of the date of the creation of any new Receivable in an
          Account specified in a Receivables Purchase Agreement, such Receivable
          is an Eligible Receivable; and

               (x) no selection procedure reasonably believed by the Depositor
          to be materially adverse to the interests of the Investor
          Certificateholders was used in selecting the Initial Accounts.

          (b)       NOTICE OF BREACH. The representations and warranties of the
Depositor set forth in Section 2.03, this Section 2.04 and Section 2.09(f) shall
survive the transfer and assignment by the Depositor of Receivables to the
Trust. Upon discovery by a Responsible Officer of the Depositor, the Servicer or
the Trustee of a breach of any of the representations and warranties by the
Depositor set forth in this in Section 2.03, this Section 2.04 and Section
2.09(f), the party discovering such breach shall give prompt written notice to
the others and to each Series Enhancer entitled thereto pursuant to the relevant
Supplement within three Business Days following such discovery. [The Depositor
agrees to cooperate with the Servicer and the Trustee in attempting to cure any
such breach. For purposes of the representations and warranties set forth in
this Section 2.04, each reference to a Supplement shall be deemed to refer only
to those Supplements in effect as of the date of the relevant representations or
warranties.]

          Section 2.05. REASSIGNMENT OF INELIGIBLE RECEIVABLES.

          (a)       Reassignment of Receivables. In the event that:

               (i) any representation or warranty contained in Section
          2.04(a)(ii), (iii), (iv), [(vi)](vii), (viii), [(ix) or (x)] is not
          true and correct in any material respect as of the date specified
          therein (individually or together with any other breach or breaches
          then existing) and such breach has a material adverse effect on the
          Certificateholders' Interest of all Series in any Receivables
          transferred to the Trust (which determination shall be made without
          regard to the availability of funds under any Series Enhancement) and
          remains uncured for 60 days (or for such longer period, not in excess
          of 150 days, as may be reasonably necessary to remedy such breach;
          provided that such breach is capable of remedy within 150 days or less
          and the Depositor delivers an Officer's Certificate to the Trustee to
          the effect that the Depositor has commenced, or will promptly commence
          and diligently pursue, all reasonable efforts to remedy such breach)
          after the earlier to occur of the discovery thereof by the Depositor
          or receipt by the Depositor of written notice thereof given by the
          Trustee, or

               (ii) it is so provided in Section 2.07(a) with respect to any
          Receivables, then the Depositor shall accept reassignment of all
          Receivables in the related Account ("Ineligible Receivables") on the
          terms and conditions set forth in paragraph (b) below[; PROVIDED,
          HOWEVER, that such Receivables will not be deemed to be Ineligible
          Receivables and will not be reassigned to the Depositor if, on any day
          prior to the end of such 60-day or longer period, (x) either (A) in
          the case of an event described in clause (i) above the relevant
          representation and warranty shall be true and correct in all material
          respects as if made on such day or (B) in the case of an event
          described in clause (ii) above the circumstances causing such
          Receivable to become an Ineligible Receivable shall no longer exist
          and (y) the Depositor shall have delivered to the Trustee an Officer's
          Certificate of the Depositor describing the nature of such breach and
          the manner in which in the relevant representation and warranty became
          true and correct].

          (b)       PRICE OF REASSIGNMENT. The Servicer shall deduct the portion
of such Ineligible Receivables reassigned to the Depositor which are Principal
Receivables from the aggregate amount of Principal Receivables used to calculate
the Depositor's Amount, the Depositor's Interest and the Floating Allocation
Percentage and the Principal Allocation Percentage applicable to any Series. In
the event that, following the exclusion of such Principal Receivables from the
calculation of the Depositor's Amount, the Depositor's Amount would be a
negative number, not later than 12:00 noon, New York City time on the first
Distribution Date following the Monthly Period in which such reassignment
obligation arises, the Depositor shall make a deposit in immediately available
funds in an amount equal to the principal portion and the interest portion of
the amount by which the Depositor's Amount would be below zero (up to the amount
of such Principal Receivables) into the Excess Funding Account and the
Collection Account, respectively. [Any amount deposited into the Excess Funding
Account and the Collection Account, respectively, in connection with the
reassignment of an Ineligible Receivable shall be considered a Transfer Deposit
Amount and shall be applied in accordance with Article IV and the terms of each
Supplement.]

          Upon the deposit, if any, required to be made to the Excess Funding
Account and the Collection Account, respectively, as provided in this Section
and the reassignment of Ineligible Receivables, the Trustee, on behalf of the
Trust, shall automatically and without further action be deemed to transfer,
assign, set-over and otherwise convey to the Depositor or its designee, without
recourse, representation or warranty, all the right, title and interest of the
Trust in and to such Ineligible Receivables, all monies due or to become due
with respect thereto and all proceeds thereof. The Trustee shall execute such
documents and instruments of transfer or assignment and take such other actions
as shall reasonably be requested by the Depositor to effect the transfer of such
Ineligible Receivables pursuant to this Section. The obligation of the Depositor
to accept reassignment of any Ineligible Receivables, and to make the deposits,
if any, required to be made to the Excess Funding Account and the Collection
Account, respectively, as provided in this Section, shall constitute the sole
remedy respecting the event giving rise to such obligation available to Investor
Certificateholders (or the Trustee on behalf of the Investor Certificateholders)
or any Series Enhancer.

          Section 2.06. REASSIGNMENT OF RECEIVABLES IN TRUST PORTFOLIO. In the
event any representation or warranty of the Depositor set forth in [Section 2.03
or Section 2.04(a)(i), (v) or (vi)] is not true and correct in any material
respect and such breach has a material adverse effect on the Certificateholders'
Interest of all Series in the Receivables (which determination shall be made
without regard to the availability of funds under any Series Enhancement), then
either the Trustee or the Holders of Investor Certificates evidencing more than
50% of the aggregate unpaid principal amount of all outstanding Investor
Certificates, by written notice then given to the Depositor and the Servicer
(and to the Trustee if given by the Investor Certificateholders), may direct the
Depositor to accept a reassignment of the Receivables if such breach and any
material adverse effect caused by such breach is not cured within 60 days of
such notice (or for such longer period, not in excess of 150 days, as may be
reasonably necessary to remedy such breach; provided that such breach is capable
of remedy within 150 days or less and the Depositor delivers an Officer's
Certificate to the Trustee to the effect that the Depositor has commenced, or
will promptly commence and diligently pursue, all reasonable efforts to remedy
such breach), and upon those conditions the Depositor shall be obligated to
accept such reassignment on the terms set forth below; PROVIDED, HOWEVER, that
such Receivables will not be reassigned to the Depositor if, on any day prior to
the end of such 60-day or longer period (i) the relevant representation and
warranty shall be true and correct in all material respects as if made on such
day and (ii) the Depositor shall have delivered to the Trustee an Officer's
Certificate of the Depositor describing the nature of such breach and the manner
in which the relevant representation and warranty became true and correct and
the breach of such representation and warranty shall no longer materially
adversely affect the interests of the Investor Certificateholders.

          The Depositor shall deposit in the Collection Account in immediately
available funds not later than 12:00 noon, New York City time, on the Transfer
Date immediately preceding the first Distribution Date following the Monthly
Period in which such reassignment obligation arises, in payment for such
reassignment, an amount equal to the sum of the amounts specified therefor with
respect to each outstanding Series in the related Supplement. Notwithstanding
anything to the contrary in this Agreement, such amounts shall be distributed on
such Distribution Date in accordance with Article IV and the terms of each
Supplement.

          Upon the deposit, if any, required to be made to the Collection
Account as provided in this Section and the reassignment of the applicable
Receivables, the Trustee, on behalf of the Trust, shall automatically and
without further action be deemed to sell, transfer, assign, set over and
otherwise convey to the Depositor or its designee, without recourse,
representation or warranty, all the right, title and interest of the Trust in
and to such Receivables, all moneys due or to become due and all amounts
received with respect thereto and all proceeds thereof. The Trustee shall
execute such documents and instruments of transfer or assignment and take such
other actions as shall reasonably be requested by the Depositor to affect the
conveyance of such Receivables pursuant to this Section. The obligation of the
Depositor to accept reassignment of any Receivables and to make the deposits, if
any, required to be made to the Collection Account as provided in this Section
shall constitute the sole remedy respecting the event giving rise to such
obligation available to the Certificateholders (or the Trustee on behalf of the
Certificateholders) or any Series Enhancer.

          Section 2.07. COVENANTS OF THE DEPOSITOR. The Depositor hereby
covenants as follows:

          (a)       RECEIVABLES NOT TO BE EVIDENCED BY PROMISSORY NOTES. The
depositor will take no action to cause or permit any Receivable to be evidenced
by any instrument or chattel paper (as defined in the UCC) and, if any such
Receivable is so evidenced it shall be deemed to be an Ineligible Receivable in
accordance with Section 2.05(a) and shall be reassigned to the Depositor in
accordance with Section 2.05(b)[; PROVIDED, HOWEVER, that Receivables evidenced
by notes taken from Obligors in the ordinary course of business of the
Servicer's collection efforts shall not be deemed Ineligible Receivables solely
as a result thereof].

          (b)       SECURITY INTERESTS. Except for the conveyances hereunder,
the Depositor will not sell, pledge, assign or transfer to any other Person, or
grant, create, incur, assume or suffer to exist any Lien on any Receivable,
whether now existing or hereafter created, or any interest therein; the
Depositor will immediately notify the Trustee of the existence of any Lien on
any Receivable; and the Depositor shall defend the right, title and interest of
the Trust in, to and under the Receivables, whether now existing or hereafter
created, against all claims of third parties claiming through or under the
Depositor.

          (c)       DEPOSITOR'S INTEREST. Except for the conveyances hereunder,
in connection with any transaction permitted by Section 7.02 and as provided in
Sections 2.08(f) and 6.03, the Depositor agrees not to transfer, assign,
exchange or otherwise convey or pledge, hypothecate or otherwise grant a
security interest in the Depositor's Interest represented by the Depositor's
Certificate or any Supplemental Certificate and any such attempted transfer,
assignment, exchange, conveyance, pledge, hypothecation or grant shall be void.

          (d)       DELIVERY OF COLLECTIONS. In the event that the Depositor
receives Collections, the Depositor agrees to pay the Servicer all such
Collections as soon as practicable after receipt thereof but in no event later
than two Business Days after the Date of Processing by the Depositor.

          (e)       NOTICE OF LIENS. The Depositor shall notify the Trustee and
each Series Enhancer entitled to such notice pursuant to the relevant Supplement
promptly after becoming aware of any Lien on any Receivable other than the
conveyances hereunder or Liens permitted under Section 2.07(b).

          (f)       AMENDMENT OF THE CERTIFICATE OF INCORPORATION. The Depositor
will not amend in any material respect its Certificate of Incorporation without
providing the Rating Agency with notice no later than the fifth Business Day
prior to such amendment (unless the right to such notice is waived by the Rating
Agency) and satisfying the Rating Agency Condition.

          (g)       OTHER INDEBTEDNESS. The Depositor shall not incur any
additional debt, unless (i) such debt is incurred pursuant to the Revolving
Credit Agreement or (ii) the Rating Agency is provided with notice no later than
the fifth Business Day prior to the incurrence of such additional debt (unless
the right to such notice is waived by the Rating Agency) and the Rating Agency
Condition is satisfied with respect to the incurrence of such debt.

          (h)       [other organizational assurances by Depositor]

          Section 2.08. COVENANTS OF DEPOSITOR WITH RESPECT TO RECEIVABLES
PURCHASE AGREEMENT. Each Depositor in its capacity as purchaser of Receivables
from [Seller Name] pursuant to a Receivables Purchase Agreement, hereby
covenants that the Depositor will at all times enforce the covenants and
agreements of [Seller Name] in such Receivables Purchase Agreement, including
covenants to the effect set forth below only to the extent to which they are
enforceable against [Seller Name] pursuant to such Receivables Purchase
Agreement:

               (i) PERIODIC RATE FINANCE CHARGE. (i) Except (x) as otherwise
          required by any Requirements of Law or (y) as is deemed by [Seller
          Name] or any other Account Owner, as the case may be, to be necessary
          in order for it to maintain its credit card business or a program
          operated by such credit card business on a competitive basis based on
          a good faith assessment by it of the nature of the competition with
          respect to the credit card business or such program, it shall not at
          any time make any action which would have the effect of reducing the
          Portfolio Yield to a level that cold be reasonably expected to cause
          any Series to experience any Pay Out Event or Reinvestment Event based
          on the insufficiency of the Portfolio Yield or any Requirements of
          Law, it shall not take any action which would have the effect of
          reducing the Portfolio Yield to less than the highest [current/future]
          Average Rate for any Group.

               (ii) CREDIT CARD AGREEMENTS AND GUIDELINES. Subject to compliance
          with all Requirements of Law and paragraph (a) above, [Seller Name] or
          other Account Owner, as the case may be, may change the terms and
          provisions of the applicable Credit Card Agreements or the applicable
          Credit Card Guidelines in any respect (including the calculation of
          the amount or the timing of charge-offs and the Periodic Rate Finance
          Charges to be assessed thereon). Notwithstanding the above, unless
          required by Requirements of Law or as permitted by Section 2.08(a),
          [Seller Name] or other Account Owner, as the case may be, will take no
          action with respect to the applicable Credit Card Agreements or the
          applicable Credit Card Guidelines, which, at the time of such action,
          [Seller Name] or other Account Owner, as the case may be, reasonably
          believes will have a material adverse effect on the Investor
          Certificateholders.

          The Depositor further covenants that it will not enter into any
amendments to a Receivables Purchase Agreement unless the Rating Agency
Condition has been satisfied.

          Section 2.09. ADDITION OF ACCOUNTS.

          (a)       REQUIRED ADDITIONS.

               (i) If, as of the close of business on the last Business Day of
          any Monthly Period, [either (i) the Depositor's Amount is less than
          the Required Depositor's Interest on such date, or (ii)] the aggregate
          amount of Principal Receivables is less than the Required Principal
          Balance on such date, the Depositor shall on or prior to the close of
          business on the 10th Business Day following the last Business Day of
          such Monthly Period (the "Required Designation Date")[, unless the
          Depositor's Amount exceeds the Required Depositor's Interest and the
          aggregate amount of Principal Receivables equals or exceeds the
          Required Principal Balance as of the close of business on any day
          after the last Business Day of such Monthly Period and prior to the
          Required Designation Date,] cause to be designated additional Eligible
          Accounts to be included as Accounts as of the Required Designation
          Date or any earlier date in a sufficient amount such that, after
          giving effect to such addition, [the Depositor's Amount as of the
          close of business on the Addition Date is at least equal to the
          Required Depositor's Interest on such date and] the aggregate amount
          of Principal Receivables as of the Addition Date is at least equal to
          the Required Principal Balance on such date. The failure of any
          condition set forth in paragraph (c) or (d) below, as the case may be,
          shall not relieve the Depositor of its obligation pursuant to this
          paragraph; PROVIDED, HOWEVER, that the failure of the Depositor to
          transfer Receivables to the Trust as provided in this paragraph solely
          as a result of the unavailability of a sufficient amount of Eligible
          Receivables shall not constitute a breach of this Agreement; PROVIDED
          FURTHER that any such failure which has not been timely cured will
          nevertheless result in the occurrence of a Pay Out Event with respect
          to each Series for which, pursuant to the Supplement therefor, a
          failure by the Depositor to convey Receivables in Additional Accounts
          or Participation Interests to the Trust by the day on which it is
          required to convey such Receivables or Participation Interests
          pursuant to Section 2.08(a) constitutes a "Pay Out Event" (as defined
          in such Supplement).

               (ii) In lieu of, or in addition to, designating Additional
          Accounts pursuant to clause (i) above, the Depositor may, subject to
          the conditions specified in paragraph (d) below, convey Participation
          Interests to the Trust. The addition of Participation Interests in the
          Trust pursuant to this paragraph (a) or paragraph (b) below shall be
          effected by an amendment hereto, dated the applicable Addition Date,
          pursuant to Section 13.01(a)

          (b)       PERMITTED ADDITIONS. The Depositor may from time to time, at
his sole discretion, subject to the conditions specified in paragraph (c) or (d)
below, as the case may be, cause the designation of additional Eligible Accounts
to be included as Accounts or Participation Interests to be included as Trust
Assets, in either case as of the applicable Additional Cut-Off Date.

          (c)       CONDITIONS TO ADDITION. On the Addition Date with respect to
any Additional Accounts or Participation Interests, the Trust shall purchase the
Receivables in such Additional Accounts (and such Additional Accounts shall be
deemed to be Accounts for purposes of this Agreement) or shall purchase such
Participation Interests, in each case as of the close of business on the
applicable Additional Cut-Off Date, subject to the satisfaction of the following
conditions:

               (i) on or before the [eight] Business Day immediately preceding
          the Addition Date, the Depositor shall have given the Trustee, the
          Servicer, each Rating Agency and any Series Enhancer entitled thereto
          pursuant to the relevant Supplement written notice that the Additional
          Accounts or Participation Interests will be included and specifying
          the applicable Addition Date, the Additional Cut-Off Date, the
          approximate number of accounts or other assets expected to be added
          and the approximate aggregate balances expected to be outstanding in
          the accounts or other assets to be added;

               (ii) all Additional Accounts will be Eligible Accounts;

               (iii) in the case of Additional Accounts, the Depositor shall
          have delivered to the Trustee copies of UCC-1 financing statements
          covering such Additional Accounts, if necessary to perfect the Trust's
          interest in the Receivables arising therein;

               (iv) in the case of Additional Accounts, to the extent required
          by Section 4.03, the Depositor shall have deposited in the Collection
          Account all Collections with respect to such Additional Accounts since
          the Additional Cut-Off Date;

               (v) as of each of the Additional Cut-Off Date and the Addition
          Date, no Insolvency Event with respect to the Depositor shall have
          occurred nor shall the transfer of the Receivables arising in the
          Additional Accounts or of the Participation Interests to the Trust
          have been made in contemplation of the occurrence thereof;

               (vi) except in the case of an Addition pursuant to Section
          2.08(a), the Depositor shall have received written notice from each
          Rating Agency that such Addition will not have a Ratings Effect and
          shall have delivered copies of each such written notice to the
          Servicer and the Trustee;

               (vii) the Depositor shall have delivered to the Trustee, each
          Rating Agency and any Series Enhancer entitled thereto pursuant to the
          relevant Supplement an Opinion of Counsel that for Federal income and
          [ ] income and franchise tax purposes, such Addition will not cause a
          taxable event to the holders of the Certificates;

               (viii) the Depositor shall have delivered to the Trustee, each
          Rating Agency and any Series Enhancer entitled thereto pursuant to the
          relevant Supplement an Opinion of Counsel, dated the Addition Date, in
          accordance with Section 13.02(d);

               (ix) the Depositor shall have delivered to the Trustee and any
          Series Enhancer entitled thereto pursuant to the relevant Supplement
          an Officer's Certificate of the Depositor, dated the Addition Date, to
          the effect that the Depositor reasonably believes that such Addition
          will not, based on the facts known to such officer at the time of such
          certification, then cause a Pay Out Event or any event that, after the
          giving of notice or the lapse of time, would constitute a Pay Out
          Event to occur with respect to any Series; and

               (x) within ten Business Days of the Addition Date, the Depositor
          shall have delivered to the Trustee a written assignment and a
          computer file or a microfiche list containing a true and complete list
          of the related Additional Accounts or Participation Interests
          specifying for each such Account its account number, the collection
          status, the aggregate amount outstanding in such Account and the
          aggregate amount of Principal Receivables outstanding in such Account
          or comparable information in the case of Participation Interests.

          (d)       [(f)] REPRESENTATIONS AND WARRANTIES. The Depositor hereby
represents and warrants to the Trust and the Trustee as of the related Addition
Date as to the matters relating to it set forth in paragraph (d)(iv) and (viii)
above and that, in the case of Additional Accounts, the file or list delivered
pursuant to paragraph (g) below is, as of the applicable Additional Cut-Off
Date, true and complete in all material respects.

          (e)     ADDITIONAL DEPOSITORS. The Depositor may designate Affiliates
of the Depositor to be included as Depositors ("Additional Depositors") under
this Agreement by an amendment hereto pursuant to Section 13.01(a) and, in
connection with such designation, the Bank shall surrender the Depositor's
Certificate to the Trustee in exchange for a newly issued Depositor's
Certificate modified to reflect such Additional Depositor's interest in the
Depositor's Interest; PROVIDED, HOWEVER, that prior to any such designation and
exchange the conditions set forth in Section 6.03(c) shall have been satisfied
with respect thereto.]

          (f)       DELIVERY OF DOCUMENTS. In the case of the designation of
Additional Accounts, the Depositor shall deliver to the Trustee (i) the computer
file or microfiche list required to be delivered pursuant to Section 2.01 with
respect to such Additional Accounts on the applicable Document Delivery Date and
(ii) a duly executed, written Assignment (including an acceptance by the Trustee
for the benefit of the Certificateholders), substantially in the form of Exhibit
B (the "Assignment"), on the Document Delivery Date; and, in the case of an
Addition of Participation Interests, the Depositor shall deliver comparable
information and documents with respect to such Participation Interests, on the
Document Delivery Date.]

          (g)     [AUTOMATIC ADDITIONAL] [NEW] ACCOUNTS. The Depositor may from
time to time, at its sole discretion, subject to and in compliance with the
limitations specified in clause (ii) below and the applicable conditions
specified in paragraph (d) below, voluntarily designate Eligible Accounts to be
included as Accounts as of the applicable Additional Cut-Off Date. For purposes
of this paragraph, Eligible Accounts shall be deemed to include only consumer
revolving credit card accounts or other consumer revolving credit accounts which
are of a type included as Initial Accounts or which have previously been
included in any Addition which has been effected in accordance with all of the
conditions specified in paragraph ( ) below.

               (i) The Depositor shall not be permitted to designate Automatic
          Additional Accounts pursuant to clause (i) above with respect to any
          of the three consecutive Monthly Periods commencing in January, April,
          July and October of each calendar year, unless on or before the first
          Business Day of such three consecutive Monthly Periods, the Depositor
          shall have requested Standard & Poor's to notify, and Standard &
          Poor's shall have notified in writing, the Depositor, the Servicer and
          the Trustee of the limitations (other than the limitations described
          in this Agreement), if any, to the right of the Depositor to designate
          Automatic Additional Accounts during such three consecutive Monthly
          Periods. Unless Standard & Poor's otherwise consents, the number of
          Automatic Additional Accounts plus the number of Accounts added
          pursuant to Section 2.08(a), without the prior notice of Standard &
          Poor's as described under Section 2.08(d)(v), shall not at any time
          exceed the Aggregate Addition Limit; PROVIDED, HOWEVER, if the
          Aggregate Addition Limit is exceeded for purposes of Section 2.08(a),
          the Depositor shall have delivered written notice to Moody's of any
          such addition. Unless Moody's otherwise consents, the number of
          Automatic Additional Accounts added pursuant to Section 2.08(c),
          without prior notice of Moody's as described under 2.08(d) (v), shall
          not at any time exceed the Aggregate Addition Limit.

               (ii) On or before June 30 and December 31 of each calendar year,
          commencing on December 31, [ ], the Depositor shall deliver to the
          Trustee, each Rating Agency and any Series Enhancer entitled thereto
          pursuant to the relevant Supplement an Opinion of Counsel in
          accordance with Section 13.02(d), with respect to the Automatic
          Additional Accounts included as Accounts during the preceding
          six-month period confirming the validity and perfection of each
          transfer of such Automatic Additional Accounts; PROVIDED, HOWEVER, if
          the long-term unsecured debt rating or certificate of deposit rating
          of the Depositor is reduced below AA- but is maintained at a level of
          A- or higher, by Standard & Poor's, (and only for so long as such
          rating is below AA- but is maintained at a level of A-or higher by
          Standard & Poor's) the Depositor shall deliver to the Trustee, each
          Rating Agency and any Series Enhancer entitled thereto pursuant to the
          relevant Supplement an Opinion of Counsel in accordance with Section
          13.02(d) on or before March 31, June 30, September 30 and December 31
          of each calendar year, commencing on the first such date to occur
          after such reduction occurs, with respect to the Automatic Additional
          Accounts included as Accounts during the preceding three-month period
          confirming the validity and perfection of each transfer of such
          Automatic Additional Accounts; PROVIDED FURTHER, if the long-term
          unsecured debt rating of the Depositor is withdrawn or reduced below
          A- by Standard & Poor's (and only for so long as such rating is below
          A- by Standard & Poor's), the Depositor shall deliver to the Trustee,
          each Rating Agency and any Series Enhancer entitled thereto pursuant
          to the relevant Supplement an Opinion of Counsel in accordance with
          Section 13.02(d) on or before the last Business Day of each calendar
          month, commencing on the last Business Day of the calendar month
          immediately following the month in which such withdrawal or reduction
          occurs, with respect to the Automatic Additional Accounts included as
          Accounts during the preceding one-month period confirming the validity
          and perfection of each transfer of such Automatic Additional Accounts.
          If such Opinion of Counsel with respect to any Automatic Additional
          Accounts is not so received, the ability of the Depositor to designate
          Automatic Additional Accounts will be suspended until such time as
          each Rating Agency otherwise consents in writing or such Automatic
          Additional Accounts are removed from the Trust. If the Depositor is
          unable to deliver such Opinion of Counsel with respect to any
          Additional Account which has been the subject of an Automatic
          Addition, such inability shall be deemed to be breach of the
          representation in Section 2.04(a)(viii) with respect to the
          Receivables in such Additional Account for purposes of Section 2.05.

          (h)       CONDITIONS TO ADDITION. On the Addition Date with respect to
any Additional Accounts or Participation Interests, the Trust shall purchase the
Receivables in such Additional Accounts (and such Additional Accounts shall be
deemed to be Accounts for purposes of this Agreement) or shall purchase such
Participation Interests, in each case as of the close of business on the
applicable Additional Cut-Off Date, subject to the satisfaction of the following
conditions (PROVIDED, HOWEVER, that the conditions set forth in clauses (i),
(v), (vi) and (vii) shall not apply to the transfer to the Trust of Receivables
in Automatic Additional Accounts which are governed by Section 2.08(c)):

               (i) on or before the fifth Business Day immediately preceding the
          Addition Date, the Depositor shall have given the Trustee, the
          Servicer, each Rating Agency and any Series Enhancer entitled thereto
          pursuant to the relevant Supplement written notice that the Additional
          Accounts or Participation Interests will be included and specifying
          the applicable Addition Date, the Additional Cut-Off Date, the
          approximate number of accounts or other assets expected to be added
          and the approximate aggregate balances expected to be outstanding in
          the accounts or other assets to be added;

               (ii) in the case of Additional Accounts, the Depositor shall have
          delivered to the Trustee copies of UCC-1 financing statements covering
          such Additional Accounts, if necessary to perfect the Trust's interest
          in the Receivables arising therein;

               (iii) in the case of Additional Accounts, to the extent required
          by Section 4.03, the Depositor shall have deposited in the Collection
          Account all Collections with respect to such Additional Accounts since
          the Additional Cut-Off Date;

               (iv) as of each of the Additional Cut-Off Date and the Addition
          Date, no Insolvency Event with respect to the Depositor shall have
          occurred nor shall the transfer of the Receivables arising in the
          Additional Accounts or of the Participation Interests to the Trust
          have been made in contemplation of the occurrence thereof;

               (v) except in the case of an Addition pursuant to Section
          2.08(a), the Depositor shall have received written notice from each
          Rating Agency that such Addition will not have a Ratings Effect and
          shall have delivered copies of each such written notice to the
          Servicer and the Trustee and in the case of an Addition pursuant to
          Section 2.08(a) which would exceed the Aggregate Addition Limit, the
          Depositor shall have provided Standard & Poor's at least 15 days prior
          written notice of such Addition and at or prior to the end of such
          15-day period, the Depositor shall not have received a notice in
          writing from Standard & Poor's that such Addition will have a Ratings
          Effect;

               (vi) the Depositor shall have delivered to the Trustee, each
          Rating Agency and any Series Enhancer entitled thereto pursuant to the
          relevant Supplement an Opinion of Counsel that for Federal income and
          [ ] income and franchise tax purposes, such Addition will not cause a
          taxable event to the holders of the Certificates;

               (vii) the Depositor shall have delivered to the Trustee, each
          Rating Agency and any Series Enhancer entitled thereto pursuant to the
          relevant Supplement an Opinion of Counsel, dated the Addition Date, in
          accordance with Section 13.02(d);

               (viii) the Depositor shall have delivered to the Trustee and any
          Series Enhancer entitled thereto pursuant to the relevant Supplement
          an Officer's Certificate of the Depositor, dated the Addition Date, to
          the effect that the Depositor reasonably believes that such Addition
          will not, based on the facts known to such officer at the time of such
          certification, then cause a Pay Out Event or any event that, after the
          giving of notice or the lapse of time, would constitute a Pay Out
          Event to occur with respect to any Series; and

               (ix) within ten Business Days of the Addition Date, the Depositor
          shall have delivered to the Trustee a written assignment and a
          computer file or a microfiche list containing a true and complete list
          of the related Additional Accounts or Participation Interests
          specifying for each such Account its account number, the collection
          status, the aggregate amount outstanding in such Account and the
          aggregate amount of Principal Receivables outstanding in such Account
          or comparable information in the case of Participation Interests.

          Section 2.10. REMOVAL OF ACCOUNTS. On any day of any Monthly Period
the Depositor shall have the right to require the reassignment to it or its
designee of all the Trust's right, title and interest in, to and under the
Receivables then existing and thereafter created, all moneys due or to become
due and all amounts received with respect thereto and all proceeds thereof in or
with respect to the Accounts owned and designated by the Depositor (the "Removed
Accounts"), upon satisfaction of the following conditions:

               (i) on or before the fifth Business Day immediately preceding the
          Removal Date (the "Removal Notice Date"), the Depositor shall have
          given the Trustee, the Servicer, each Rating Agency and any Series
          Enhancer entitled thereto pursuant to the relevant Supplement written
          notice of such removal and specifying the date for removal of the
          Removed Accounts (the "Removal Date");

               (ii) on or prior to the date that is 10 Business Days after the
          Removal Date, the Depositor shall have amended Schedule 1 by
          delivering to the Trustee a computer file or microfiche list
          containing a true and complete list of the Removed Accounts specifying
          for each such Account, as of the Removal Notice Date, its account
          number, the aggregate amount outstanding in such Account and the
          aggregate amount of Principal Receivables outstanding in such Account;

               (iii) the Depositor shall have represented and warranted as of
          the Removal Date that the list of Removed Accounts delivered pursuant
          to paragraph (ii) above, as of the Removal Date, is true and complete
          in all material respects and further, that no selection procedure was
          utilized by the Depositor that would result in a selection of Removed
          Accounts that would be materially adverse to the Certificate holders
          of any Series as of the Removal Date;

               (iv) the Depositor shall have received written notice form each
          Rating Agency that such removal will not have a Ratings Effect and
          shall have delivered copies of each such written notice to the
          Servicer and the Trustee;

               (v) as of the Removal Notice Date, either (A) the Receivables in
          the Accounts are not more than 15% delinquent by estimated principal
          amount and the weighted average delinquency of such Receivables is not
          more than 60 days or (B) the Receivables in the Accounts are not more
          than 7% delinquent by estimated principal amount and the weighted
          average delinquency of such Receivables does not exceed 90 days;

               (vi) the Depositor shall have delivered to the Trustee and any
          Series Enhancer entitled thereto pursuant to the relevant Supplement
          an Officer's Certificate of the Depositor, dated the Removal Date, to
          the effect that the Depositor reasonably believes that such removal
          will not, based on the facts known to such officer at the time of such
          certification, then cause a Pay Out Event or any event that, after the
          giving of notice or the lapse of time, would constitute a Pay Out
          Event to occur with respect to any Series; and

               (vii) the aggregate amount of Principal Receivables to be removed
          shall not equal or exceed 5% of the aggregate amount of Principal
          Receivables in the Trust.

          (a)     Notwithstanding Section 2.09(a) of this Agreement, on any day
of any Monthly Period the Depositor shall have the right to require the
reassignment to it or its designee of all the Trust's right, title and interest
in, to and under the Receivables then existing and thereafter created, all
moneys due or to become due and all amounts received with respect thereto and
all proceeds thereof in or with respect to the Accounts owned and designated by
the Depositor without the satisfaction of the conditions set forth in Section
2.09(a); PROVIDED, that, (i) on or before the Removal Notice Date, the Depositor
shall have given each Rating Agency written notice specifying the Removal Date,
(ii) the balance of all receivables included in such Accounts is reflected on
the books and records of the Depositor as "zero" and (iii) for the twelve
Monthly Periods preceding such designation, there have been no charges with
respect to such Accounts. For purposes of this Agreement, accounts designated by
the Depositor in accordance with this Section 2.09(b) shall constitute Removed
Accounts.

          Upon satisfaction of the above conditions, the Trustee shall execute
and deliver to the Depositor a written reassignment in substantially the form of
Exhibit C (the "Reassignment") and shall, without further action, be deemed to
sell, transfer, assign, set over and otherwise convey to the Depositor or its
designee, effective as of the Removal Date, without recourse, representation or
warranty, all the right, title and interest of the Trust in and to the
Receivables arising in the Removed Accounts and all proceeds thereof. In
addition, the Trustee shall execute such other documents and instruments of
transfer or assignment and take such other actions as shall reasonably be
requested by the Depositor to effect the conveyance of Receivables pursuant to
this Section.

          Section 2.11. ACCOUNT ALLOCATIONS. In the event that the Depositor is
unable for any reason to transfer Receivables to the Trust in accordance with
the provisions of this Agreement, including by reason of the application of the
provisions of Section 9.02 or any binding order of any Governmental Authority (a
"Transfer Restriction Event"), then, in any such event, (a) the Depositor and
the Servicer agree (except as prohibited by any such order) to allocate and pay
to the Trust, after the date of such inability, all Collections, including
Collections of Receivables transferred to the Trust prior to the occurrence of
such event, and all amounts which would have constituted Collections but for the
Depositor's inability to transfer Receivables (up to an aggregate amount equal
to the amount of Receivables in the Trust on such date), (b) the Depositor and
the Servicer agree that such amounts will be applied as Collections in
accordance with Article IV and the terms of each Supplement and (c) for so long
as the allocation and application of all Collections and all amounts that would
have constituted Collections are made in accordance with clauses (a) and (b)
above, Principal Receivables and all amounts which would have constituted
Principal Receivables but for the Depositor's inability to transfer Receivables
to the Trust and Principal Receivables and all amounts which would have
constituted Principal Receivables as aforesaid that are written off as
uncollectible in accordance with this Agreement shall continue to be allocated
in accordance with Article IV and the terms of each Supplement. For the purpose
of the immediately preceding sentence, the Depositor and the Servicer shall
treat the first received Collections with respect to the Accounts as allocable
to the Trust until the Trust shall have been allocated and paid Collections in
an amount equal to the aggregate amount of Principal Receivables in such Account
as of the date of the occurrence of such event. If the Depositor or the Servicer
is unable pursuant to any Requirements of Law to allocate Collections as
described above, the Depositor and the Servicer agree that, after the occurrence
of such event, payments on each Account with respect to the principal balance of
such Account shall be allocated first to the oldest principal balance of such
Account and shall have such payments applied as Collections in accordance with
Article IV and the terms of each Supplement. The parties hereto agree that
Finance Charge Receivables, whenever created, accrued in respect of Principal
Receivables which have been conveyed to the Trust shall continue to be a part of
the Trust notwithstanding any cessation of the transfer of additional Principal
Receivables to the Trust and Collections with respect thereto shall continue to
be allocated and paid in accordance with Article IV and the terms of each
Supplement.

          Section 2.12. DISCOUNT OPTION. (a) The Depositor shall have the option
to designate at any time a percentage, which may be a fixed percentage or a
variable percentage based on a formula (the "Discount Percentage"), of the
amount of Receivables arising in the Accounts on or after the date such
designation becomes effective that would otherwise constitute Principal
Receivables to be treated as Finance Charge Receivables ("Discount Option
Receivables"). The Depositor shall also have the option of reducing or
withdrawing the Discount Percentage, at any time and from time to time, on and
after the date such designation becomes effective. The Depositor shall provide
to the Servicer, the Trustee, any Series Enhancer and each Rating Agency 30 days
prior written notice of such designation (or reduction or withdrawal), and such
designation (or reduction or withdrawal) shall become effective on the date
designated therein only if (i) the Depositor shall have delivered to the Trustee
and each Series Enhancer entitled thereto pursuant to the relevant Supplement an
Officer's Certificate of the Depositor stating that the Depositor reasonably
believes that such designation (or reduction or withdrawal) will not, based on
the facts known to such officer at the time of such certification, then cause a
Pay Out Event or any event that, after the giving of notice or the lapse of
time, would constitute a Pay Out Event to occur with respect to any Series, (ii)
the Depositor shall have received written notice form each Rating Agency that
such designation (or reduction or withdrawal) will not have a Ratings Effect and
shall have delivered copies of each such written notice to the Servicer and the
Trustee and (iii) in the case of a reduction or withdrawal, the Depositor shall
have delivered to the Trustee an Officer's Certificate to the effect that, in
the reasonable belief of the Depositor, such reduction or withdrawal shall not
have adverse regulatory implications for the Depositor.

          (b)       On each Date of Processing after the date on which the
Depositor's exercise of its discount option takes effect, the Depositor shall,
to the extent required by Section 4.03, (i) deposit into the Collection Account
in immediately available funds an amount equal to the product of (a) the
aggregate Floating Allocation Percentages with respect to all Series and (b) the
aggregate amount of the Discount Option Receivable Collections processed on such
day and (ii) pay to the Holder of the Depositor's Certificate the balance of
such Discount Option Receivables Collections. The deposit made by the Depositor
into the Collection Account under the preceding sentence shall be considered a
payment of such Discount Option Receivables and shall be applied as Finance
Charge Receivables in accordance with Article IV and the terms of each
Supplement.


                                   ARTICLE III

                   ADMINISTRATION AND SERVICING OF RECEIVABLES


          Section 3.01. ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATING TO
THE SERVICER. (a) [Servicer Name] agrees to act as the Servicer under this
Agreement and the Certificateholders by their acceptance of Certificates consent
to [Servicer Name] acting as Servicer.

          (b)       The Servicer shall service and administer the Receivables,
shall collect payments due under the Receivables and shall charge off as
uncollectible Receivables, all in accordance with its customary and usual
servicing procedures for servicing consumer credit card and other consumer
revolving credit receivables comparable to the Receivables and in accordance
with the Lending Guidelines. The Servicer shall have full power and authority,
acting alone or through any Person properly designated by it hereunder, to do
any and all things in connection with such servicing and administration which it
may deem necessary or desirable. Without limiting the generality of the
foregoing, subject to Section 10.01 and provided [Servicer Name] is the
Servicer, the Servicer or its designee (other than the Trustee) is hereby
authorized and empowered (i) to make withdrawals and payments or to instruct the
Trustee to make withdrawals and payments from the Collection Account and any
Series Account, as set forth in this Agreement or any Supplement under any
Series Account, as set forth in this Agreement or any Supplement, and (ii) to
take any action required or permitted under any Series Enhancement, as set forth
in this Agreement or any Supplement. Without limiting the generality of the
foregoing and subject to Section 10.01, the Servicer or its designee is hereby
authorized and empowered to make any filings, reports, notices, applications and
registrations with, and to seek any consents or authorizations from, the
Securities and Exchange Commission (the "Commission") and any state securities
authority on behalf of the Trust as may be necessary or advisable to comply with
any Federal or state securities laws or reporting requirements. The Trustee
shall furnish, within a reasonable period of time, the Servicer with any powers
of attorney or other documents requested by the Servicer and reasonably
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder.

          (c)     The Servicer shall not be obligated to use separate servicing
procedures, offices, employees or accounts for servicing the Receivables from
the procedures, offices, employees and accounts used by the Servicer in
connection with servicing other credit card and consumer revolving credit
receivables.

          (d)       The Servicer shall comply with and perform its servicing
obligations with respect to the Accounts and Receivables in accordance with the
Credit Card Agreements, applicable rules and regulations of VISA, MasterCard and
any other similar entity or organization relating to any other type of revolving
credit card accounts included as Accounts, except insofar as any failure to so
comply or perform would not materially and adversely affect the Trust or the
Investor Certificateholders.

          (e)       The Servicer shall pay out of its own funds, without
reimbursement, all expenses incurred in connection with the Trust and the
servicing activities hereunder including expenses related to enforcement of the
Receivables, fees and disbursements of the Trustee, any Paying Agent and any
Transfer Agent and Registrar (including the reasonable fees and expenses of its
counsel) in accordance with Section 11.05, fees and disbursements of independent
accountants and all other fees and expenses, including the costs of filing UCC
continuation statements and the costs and expenses relating to obtaining and
maintaining the listing of any Investor Certificates on any stock exchange, that
are not expressly stated in this Agreement to be payable by the Trust or the
Depositor (other than Federal, state, local and foreign income, franchise and
other taxes, if any, or any interest or penalties with respect thereto, assessed
on the Trust).

          (f)       The Servicer agrees that upon a request by the Depositor it
will use its reasonable efforts to obtain and maintain the listing of the
Investor Certificates of any Series or Class on any specified securities
exchange. If any such request is made, the Servicer shall give notice to the
Depositor and the Trustee on the date on which such Investor Certificates are
approved for such listing and within three Business Days following receipt of
written notice by the Servicer of any actual, proposed or contemplated delisting
of such Investor Certificates by any such securities exchange. The Trustee or
the Servicer, each in its sole discretion, may terminate any listing on any such
securities exchange at any time subject to the notice requirements set forth in
the preceding sentence.

          Section 3.02. SERVICING COMPENSATION. As full compensation for its
servicing activities hereunder and as reimbursement for any expense incurred by
it in connection therewith, the Servicer shall be entitled to receive a
servicing fee (the "Servicing Fee") with respect to each Monthly Period, payable
monthly on the related Distribution Date, in an amount equal to one-twelfth of
the product of (a) the weighted average of the Servicing Fee Rates with respect
to each outstanding Series (based upon the Servicing Fee Rate for each Series
and the outstanding Principal amount of each Series) and (b) the amount of
Principal Receivables on the last day of the prior Monthly Period. The share of
the Servicing Fee allocable to (i) the Certificateholders' Interest of a
particular Series with respect to any Monthly Period (the "Monthly Servicing
Fee") and (ii) the Enhancement Invested Amount, if any, of a particular Series
with respect to any Monthly Period will each be determined in accordance with
the relevant Supplement. The portion of the Servicing Fee with respect to any
Monthly Period not so allocated to the Certificateholders' Interest or the
Enhancement Invested Amount, if any, of a particular Series shall be paid by the
Depositor or the related Distribution Date and in no event shall the Trust, the
Trustee, the Investor Certificateholders of any Series or any Series Enhancer be
liable for the share of the Servicing Fee with respect to any Monthly Period to
be paid by the Depositor.

          Section 3.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SERVICER. [Servicer Name], as initial Servicer, hereby makes, and any Successor
Servicer by its appointment hereunder shall make, on each Closing Date (and on
the date of any such appointment), the following representations, warranties and
covenants:

          (a)       ORGANIZATION AND GOOD STANDING. The Servicer is a state
banking corporation, a state banking association, a national banking association
or a corporation validly existing under the laws of its jurisdiction of
incorporation and has, in all material respects, full power and authority to
execute, deliver and perform its obligations under this Agreement and each
Supplement and to own its properties and conduct its consumer revolving lending
business as such properties are presently owned and as such business is
presently conducted.

          (b)       DUE QUALIFICATION. The Servicer is duly qualified to do
business and is in good standing as a foreign corporation (or is exempt form
such requirements), and has obtained all necessary licenses and approvals in
each jurisdiction in which the servicing of the Receivables as required by the
Agreement requires such qualification except where failure to so qualify or to
obtain such licenses and approvals should not have a material adverse effect on
its ability to perform its obligation hereunder or under any Supplement.

          (c)       DUE AUTHORIZATION. The execution, delivery, and performance
of this Agreement, each Supplement and the other agreements and instruments
executed or to be executed by the Servicer as contemplated hereby, have been
duly authorized by the Servicer by all necessary corporate action on the part of
the Servicer and this Agreement and each Supplement will remain, from the time
of its execution, an official record of the Servicer.


          (d)       BINDING OBLIGATION. This Agreement and each Supplement
constitutes a legal, valid and binding obligation of the Servicer, enforceable
against the Servicer in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
receivership, conservatorship or other similar laws now or hereinafter in
effect, affecting the enforcement of creditors' rights in general and, if
applicable, the rights of creditors of state banking corporations, state banking
associations or national banking associations, and except as such enforceability
may be limited by general principles of equity (whether considered in a suit at
law or in equity).

          (e)       NO CONFLICT AND NO VIOLATION. The execution and delivery of
this Agreement and each Supplement by the Servicer, and the performance of the
transactions contemplated by this Agreement and each Supplement and the
fulfillment of the terms hereof and thereof applicable to the Servicer, will not
conflict with or violate or result in any breach of, or constitute (with or
without notice or lapse of time or both) a material default under, any material
indenture, contract, agreement, mortgage, deed of trust or other instrument to
which the Servicer is a party or by which it or any of its properties are bound.
The execution and delivery of this Agreement by the Servicer, the performance by
the Servicer of the transactions contemplated by this Agreement and the
fulfillment of the terms hereof applicable to the Servicer will not conflict
with or violate any Requirements of Law applicable to the Servicer.

          (f)       NO PROCEEDINGS. There are no proceedings or investigations
pending or, to the best knowledge of the Servicer, threatened against the
Servicer before any Governmental Authority seeking to prevent the issuance of
the Certificates or the consummation of any of the transactions contemplated by
this Agreement or any Supplement, or seeking any determination or ruling that,
in the reasonable judgment of the Servicer would materially and adversely affect
the performance by the Servicer of its obligations under this Agreement or any
Supplement.

          (g)      COMPLIANCE WITH REQUIREMENTS OF LAW. The Servicer shall duly
satisfy all obligations on its part to be fulfilled under or in connection with
the Receivables and the related Accounts, will maintain in effect all
qualifications required under Requirements of Law in order to properly service
the Receivables and the related Accounts and will comply in all material
respects with all other Requirements of Law in connection with servicing the
Receivables and the related Accounts, the failure to comply with which would
have a material adverse effect on the interests of the Certificateholders.

          (h)      NO RESCISSION OR CANCELLATION. The Servicer shall not permit
any rescission or cancellation of a Receivable except as ordered by a court of
competent jurisdiction or other Governmental Authority or in accordance with the
Lending Guidelines.

          (i)      PROTECTION OF CERTIFICATEHOLDERS' RIGHTS. The Servicer shall
take no action which, nor omit to take any action the omission of which, would
substantially impair the rights of Certificateholders in any Receivable or
Account, nor shall it, except in the ordinary course of its business and in
accordance with the Lending Guidelines, reschedule, revise or defer Collections
due on the Receivables.

          (j)       RECEIVABLES NOT TO BE EVIDENCED BY PROMISSORY NOTES. The
Servicer will take no action to cause or permit any Receivable to be evidenced
by any instrument or chattel paper (as defined in the UCC) and, if any
Receivable is so evidenced it shall be deemed to be an Ineligible Receivable and
shall be reassigned or assigned to the Servicer as provided in this Section;
PROVIDED, HOWEVER, that Receivables evidenced by notes taken from Obligors in
the ordinary course of the Servicer's collection efforts shall not be deemed
Ineligible Receivables solely as a result thereof.

          (k)     ALL CONSENTS. All approvals, authorizations, consents, orders
or other actions of any Person or of any Governmental Authority required to be
obtained by the Servicer in connection with the execution and delivery by the
Servicer of this Agreement and each Supplement, the performance by the Servicer
of the transactions contemplated by this Agreement and each Supplement and the
fulfillment by the Servicer of the terms hereof and thereof, have been obtained.

          For purposes of the representation and warranties set forth in this
Section 3.03, each reference to a Supplement shall be deemed to refer only to
those Supplements in effect as of the relevant Closing Date or the date of
appointment of a Successor Servicer, as applicable.

          In the event any of the representations, warranties or covenants of
the Servicer contained in paragraph (g), (h), (i) or (j) with respect to any
Receivable or the related Account is breached, and such breach has a material
adverse effect on the Certificateholders' Interest of all Series in the
Receivables (which determination shall be made without regard to the
availability of funds under any Series Enhancement) and remains uncured for 60
days (or for such longer period, not in excess of 150 days, as may be reasonably
necessary to remedy such breach; provided that such breach is capable of remedy
within 150 days or less and the Servicer delivers an Officer's Certificate to
the Trustee to the effect that the Servicer has commenced, or will promptly
commence and diligently pursue, all reasonable efforts to remedy such breach)
from the earlier to occur of the discovery of such event by the Servicer, or
receipt by the Servicer of written notice of such event given by the Trustee,
all Receivables in the Account or Accounts to which such event relates shall be
reassigned or assigned to the Servicer on the terms and conditions set forth
below; PROVIDED, HOWEVER, that such Receivables will not be reassigned or
assigned to the Servicer if, on any day prior to the end of such 60-day or
longer period, (i) the relevant representation and warranty shall be true and
correct, or the relevant covenant shall have been complied with, in all material
respects and (ii) the Servicer shall have delivered to the Trustee an Officer's
Certificate describing the nature of such breach and the manner in which such
breach was cured.

          If [Servicer Name] is the Servicer, such reassignment or assignment
shall be accomplished in the manner set forth in Section 2.05(b) as if the
reassigned or assigned Receivables were Ineligible Receivables (including the
requirement, if applicable, to reduce the aggregate amount of Principal
Receivables used to calculate the Depositor's Amount, the Depositor's Interest,
the Floating Allocation Percentage and the Principal Allocation Percentage
applicable to any Series and to make deposits into the Excess Funding Account
and the Collection Account) and any amounts deposited into the Excess Funding
Account and the Collection Account in connection with such reassignment or
assignment pursuant to this Section shall be considered a Transfer Deposit
Amount and shall be applied in accordance with Article IV and the terms of each
Supplement. If [Servicer Name] is not the Servicer, the Servicer shall effect
such assignment by making a deposit into the Excess Funding Account and the
Collection Account in immediately available funds on the Transfer Date following
the Monthly Period in which such assignment obligation arises in an amount equal
to the amount of such Receivables, which deposit shall be considered a Transfer
Deposit Amount and shall be applied in accordance with Article IV and the terms
of each Supplement.

          Upon each such reassignment or assignment to the Servicer, the Trustee
on behalf of the Trust, shall automatically and without further action be deemed
to sell, transfer, assign, set over and otherwise convey to the Servicer,
without recourse, representation or warranty, all right, title and interest of
the Trust in and to such Receivables, all moneys due to become due and all
amounts received with respect thereto and all proceeds thereof. The Trustee
shall execute such documents and instruments of transfer or assignment and take
such other actions as shall be reasonably requested by the Servicer to effect
the transfer of any such Receivables pursuant to this Section. The obligation of
the Servicer to accept reassignment or assignment and transfer of any such
Receivables, and to make the deposits, if any, required to be made to the
Collection Account as provided in the preceding paragraph, shall constitute the
sole remedy respecting the event giving rise to such obligation available to
Investor Certificateholders (or the Trustee on behalf of Certificateholders) or
any Series Enhancer, except as provided in Section 8.04.

          Section 3.04. REPORTS AND RECORDS FOR THE TRUSTEE.

          (a)       DAILY OR MONTHLY RECORDS. On each day on which the Servicer
is required to make deposits in the Collection Account pursuant to Section 4.03,
the Servicer shall make or cause to be made available at the office of the
Servicer during normal business hours for inspection by the Trustee upon request
a record setting forth (i) the Collections in respect of Principal Receivables
and in respect of Finance Charge Receivables processed by the Servicer on the
second preceding Business Day in respect of the Accounts and (ii) the amount of
Receivables as of the close of business on the second preceding Business Day in
each Account. The Servicer shall, at all times, maintain its computer files with
respect to the Accounts in such a manner so that the Accounts may be
specifically identified and shall make available to the Trustee at the office of
the Servicer on any Business Day during normal business hours any computer
programs necessary to make such identification.

          (b)       MONTHLY SERVICER'S CERTIFICATE. Not later than the third
Business Day preceding each Distribution Date, the Servicer shall, with respect
to each outstanding Series, deliver to the Trustee, the Paying Agent, each
Rating Agency and each Series Enhancer entitled thereto pursuant to the relevant
Supplement a certificate of a Servicing Officer in substantially the form set
forth in the related Supplement.

          (c)     RELATED ACCOUNTS. The Servicer covenants and agrees hereby to
deliver to the Trustee, within a reasonable time period after any Related
Account is created, but in any event not later than 15 days after the end of the
month within which the Related Account was created, a notice specifying the new
account numbers of all Accounts and the account numbers of all Additional
Accounts for the Related Period.

          (d)       ADDITION DISCOUNT RECEIVABLES. On or prior to each
Determination Date, the Servicer shall deliver to the Trustee a certificate of a
Servicing Officer setting forth (or shall set forth in the Monthly Servicer's
Certificate) (a) the amount of Addition Discount Receivables to be included as
Collection of Finance charge Receivables with respect to the preceding Monthly
Period, as calculated in accordance with the formula set forth in the applicable
Assignment of Receivables in Additional Accounts or accretion designation letter
delivered to the Trustee and (b) the portion of such Addition Discount
Receivables which have not been treated as Collections of Finance Charge
Receivables with respect to the preceding Monthly Period.

          Section 3.05. ANNUAL CERTIFICATE OF SERVICER. The Servicer shall
deliver to the Trustee, each Rating Agency and each Series Enhancer entitled
thereto pursuant to the relevant Supplement, on or before May 31 of each
calendar year, an Officer's Certificate (with appropriate insertions)
substantially in the form of Exhibit D.

          Section 3.06. ANNUAL SERVICING REPORT OF INDEPENDENT PUBLIC
ACCOUNTANTS; COPIES OF REPORTS AVAILABLE. (a) On or before May 31 of each
calendar year, the Servicer shall cause a firm of nationally recognized
independent public accountants (who may also render other services to the
Servicer or the Depositor) to furnish a report (addressed to the Trustee) to the
Trustee, the Servicer and each Rating Agency to the effect that they have
examined certain documents and records relating to the servicing of Accounts
under this Agreement and each Supplement and compared the information contained
in the Servicer's certificates delivered pursuant to Section 3.04(b) during the
period covered by such report with such documents and records and that, on the
basis of such examination, nothing has come to the attention of such accountants
that caused them to believe that the servicing has not been conducted in
compliance with the terms and conditions set forth in Sections 3.02, 3.04, 3.09,
4.02, 4.03, 4.04, 4.05 and 8.08 of this Agreement and the applicable provisions
of each Supplement, except for such exceptions as they believe to be immaterial
and such other exceptions as shall be set forth in such statement. A copy of
such report shall be delivered by the Servicer to each Series Enhancer entitled
thereto pursuant to the relevant Supplement.

          (b)     On or before May 31 of each calendar year, the Servicer shall
cause a firm of nationally recognized independent public accounts (who may also
render other services to the Servicer or the Depositor) to furnish a report to
the Trustee, the Servicer and each Rating Agency to the effect that they have
applied certain procedures agreed upon with the Servicer to compare the
mathematical calculations of certain amounts set forth in the Servicer's
certificates delivered pursuant to Section 3.04(b) during the period covered by
such report with the Servicer's computer reports which were the source of such
amounts and that on the basis of such agreed upon procedures and comparison,
nothing has come to the attention of such accountants that caused them to
believe that such amounts are not in agreement, except for such exceptions as
they believe to be immaterial and such other exceptions as shall be set forth in
such statement. A copy of such report shall be delivered by the Servicer to each
Series Enhancer entitled thereto pursuant to the relevant Supplement.

          (c)       A copy of each certificate and report provided pursuant to
Section 3.04(b), 3.05 or 3.06 may be obtained by any Investor Certificateholder
or Certificate Owner (at the reasonable expense of such Certificate Owner who
can establish ownership interest in the Trust) by a request to the Trustee
addressed to the Corporate Trust Office.

          Section 3.07. TAX TREATMENT. The Depositor has entered into this
Agreement, and the Certificates will be issued, with the intention that, for
Federal, state and local income and franchise tax purposes only, the Investor
Certificates of each Series which are characterized as indebtedness at the time
of their issuance will qualify as indebtedness of the Depositor secured by the
Receivables. The Depositor, by entering into this Agreement, and each
Certificateholder, by the acceptance of any such Certificate (and each
Certificate Owner, by its acceptance of an interest in the applicable
Certificate), agree to treat such Investor Certificates for Federal, state and
local income and franchise tax purposes as indebtedness of the Depositor.

          Section 3.08. NOTICES TO THE [SERVICER NAME]. In the event that
[Servicer Name] is no longer acting as Servicer, any Successor Servicer shall
deliver to [Servicer Name] each certificate and report required to be provided
thereafter pursuant to Section 3.04(b), 3.05 or 3.06.

          Section 3.09. ADJUSTMENTS. (a) If the Servicer adjusts downward the
amount of any Principal Receivable (other than any Ineligible Receivable to be
reassigned or assigned to the Depositor or the Servicer pursuant to this
Agreement) because of a rebate, refund, unauthorized charge or billing error to
an accountholder, or because such Principal Receivable was created in respect of
merchandise which was refused or returned by an accountholder, or if the
Servicer otherwise adjusts downward the amount of any Principal Receivable
without receiving Collections therefor or charging off such amount as
uncollectible, then, in any such case, the amount of Principal receivables used
to calculate the Depositor's Amount, the Depositor's Interest and the Floating
Allocation Percentage and the Principal Allocation Percentage applicable to any
Series will be reduced by the amount of the adjustment. Similarly, the amount of
Principal Receivables used to calculate the Depositor's Amount, the Depositor's
Interest and the Floating Allocation Percentage and the Principal Allocation
Percentage applicable to any Series will be reduced by the amount of any
Principal Receivable which was discovered as having been created through a
fraudulent or counterfeit charge. Any adjustment required pursuant to either of
the two preceding sentences shall be made on or prior to the end of the Monthly
Period in which such adjustment obligation arises. In the event that, following
the exclusion of such Principal Receivables from the calculation of the
Depositor's Amount, the Depositor's Amount would be a negative number, not later
than 12:00 noon, New York City time, on the Transfer Date immediately preceding
the Distribution date following the Monthly Period in which such adjustment
obligation arises, the Depositor shall make a deposit into the Collection
Account in immediately available funds in an amount equal to the amount by which
the Depositor's Amount would be below zero (up to the amount of such Principal
Receivables). Any amount deposited into the Collection Account pursuant to the
preceding sentence shall be considered an "Adjustment Payment" and shall be
applied in accordance with Article IV and the terms of each Supplement.

          (b)       If (i) the Servicer makes a deposit into the collection
Account in respect of a Collection of a Receivable and such Collection was
received by the Servicer in the form of a check which is not honored for any
reason or (ii) the Servicer makes a mistake with respect to the amount of any
Collection and deposits an amount that is less than or more than the actual
amount of such Collection, the Servicer shall appropriately adjust the amount
subsequently deposited in to the Collection Account to reflect such dishonored
check or mistake. Any Receivable in respect of which a dishonored check is
received shall be deemed not to have been paid.

          Section 3.10. REPORTS TO THE COMMISSION. The Servicer shall, on behalf
of the Trust, cause to be prepared and filed with the Commission any periodic
reports required to be filed under the provisions of the Exchange Act and the
rules and regulations of the Commission thereunder. The Depositor, if [Servicer
Name] is not the Servicer, shall, at the expense of the Servicer, cooperate in
any reasonable request of the Servicer in connection with such filings.


                                   ARTICLE IV

   RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

          Section 4.01. RIGHTS OF CERTIFICATEHOLDERS. The Investor Certificates
shall represent fractional undivided interests in the Trust, which, with respect
to each Series, shall consist of the right to receive, to the extent necessary
to make the required payments with respect to such Series at the times and in
the amounts specified in the related Supplement, the portion of Collections
allocable to such Series pursuant to this Agreement and such Supplement, funds
on deposit in the Collection Account or the Excess Funding Account allocable to
such Series pursuant to this Agreement and such Supplement, funds on deposit in
any related Series Account and funds available pursuant to any related Series
Enhancement (collectively, with respect to all Series, the "Certificateholders'
Interest"), it being understood that the Investor Certificates of any Series or
Class shall not represent any interest in any Series Account or Series
Enhancement for the benefit of any other Series or Class. The Depositor's
Certificate shall represent the ownership interest in the remainder of the Trust
Assets not allocated pursuant to this Agreement or any Supplement to the
Certificateholders' Interest including the right to receive Collections with
respect to the Receivables and other amounts at the times and in the amounts
specified in this Agreement or any Supplement to be paid to the Depositor on
behalf of all holders of the Depositor's Certificate (the "Depositor's
Interest"); PROVIDED, HOWEVER, that the Depositor's Certificate shall not
represent any interest in the Collection Account, the Excess Funding Account,
any Series Account or any Series Enhancement, except as specifically provided in
this Agreement or any Supplement; PROVIDED FURTHER that the foregoing shall not
be construed to limit the Trustee's obligations to make payments to the
Depositor and the Servicer as and when required under this Agreement and any
Supplement.

          Section 4.02. ESTABLISHMENT OF COLLECTION ACCOUNT AND EXCESS FUNDING
ACCOUNT. The Servicer, for the benefit of the Certificateholders, shall
establish and maintain in the name of the Trustee, on behalf of the Trust, an
Eligible Deposit Account bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders (the
"Collection Account"). The Collection Account shall initially be established
with [Servicer Name]. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Collection Account and in all
proceeds thereof. The Collection Account shall be under the sole dominion and
control of the Trustee for the benefit of the Certificateholders. Except as
expressly provided in this Agreement, the Servicer agrees that it shall have no
right of setoff or banker's lien against, and no right to otherwise deduct from,
any funds held in the Collection Account for any amount owed to it by the
Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any
time, the Collection Account ceases to be an Eligible Deposit Account, the
Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such
longer period, not to exceed 30 calendar days, as to which each Rating Agency
may consent) establish a new Collection Account meeting the conditions specified
above, transfer any cash and/or investments to such new collection account and
from the date such new Collection Account is established, it shall be the
"Collection Account".

          Unless otherwise agreed by each Rating Agency, if at any time neither
[Servicer Name] nor any other Affiliate of [Servicer Name] is the Servicer, the
Collection Account will be moved from [Servicer Name] if then maintained there.

          Funds on deposit in the Collection Account (other than amounts
deposited pursuant to Section 2.06, 9.02, 10.01 or 12.02) shall at the direction
of the Servicer be invested by the Trustee in Eligible Investments selected by
the Servicer. Notwithstanding any other provision herein to the contrary, for
purposes of the investment of funds in the Collection Account (but only in an
amount up to 20% of the outstanding principal balance of each Series outstanding
as of the dates of investment), "highest investment category" as used in the
definition of "Eligible Investments" shall mean, in the case of Standard &
Poor's, A-1, A-1+, AAA, AAAm or AAAm-G. All such Eligible Investments shall be
held by the Trustee for the benefit of the Certificateholders. The Trustee or
its custodian shall maintain for the benefit of the Certificateholders
possession of the negotiable instruments or securities, if any, evidencing such
Eligible Investments. Investments of funds representing Collections collected
during any Monthly Period shall be invested in Eligible Investments that will
mature so that all funds will be available at the close of business on the
Transfer Date following such Monthly Period. 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, the Servicer having reasonably determined that the
interests of the Investor Certificateholders may be adversely affected if such
Eligible Investment is held to its maturity. Unless directed by the Servicer,
funds deposited in the Collection Account on a Transfer Date with respect to the
next following Distribution Date are not required to be invested overnight. On
each Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Collection Account
shall be paid to or at the direction of the Depositor, except as otherwise
specified in any Supplement. For purposes of determining the availability of
funds or the balances in the Collection Account for any reason under this
Agreement, all investment earnings' net of investment expenses and losses on
such funds shall be deemed not to be available or on deposit.

          The Servicer, for the benefit of the Certificateholders, shall
establish and maintain in the name of the Trustee, on behalf of the Trust, an
Eligible Deposit Account bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders (the
"Excess Funding Account"). The Excess Funding Account will initially be
established with [Servicer Name]. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Excess Funding Account
and in all proceeds thereof. The Excess Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Certificateholders.
Except as expressly provided in this Agreement, the Servicer agrees that it
shall have no right of setoff or banker's lien against, and no right to
otherwise deduct from, any funds held in the Excess Funding Account for any
amount owed to it by the Trustee, the Trust, any Certificateholder or any Series
Enhancer. If, at any time, the Excess Funding Account ceases to be an Eligible
Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10
Business Days (or such longer period, not to exceed 30 calendar days, as to
which each Rating Agency may consent) establish a new Excess Funding Account
meeting the conditions specified above, transfer any cash and/or any investment
to such new Excess Funding Account and from the date such new Excess Funding
Account is established, it shall be the "Excess Funding Account".

          Unless otherwise agreed by each Rating Agency, if at any time neither
[Servicer Name] nor any other Affiliate of [Servicer Name] is the Servicer, the
Excess Funding Account will be moved from [Servicer Name] if then maintained
there. Funds on deposit in the Excess Funding Account shall at the direction of
the Servicer be invested by the Trustee in Eligible Investments selected by the
Servicer. All such Eligible Investments shall be held by the Trustee for the
benefit of the Certificateholders. The Trustee or its custodian shall maintain
for the benefit of the Certificateholders possession of the negotiable
instruments or securities, if any, evidencing such Eligible Investments. Funds
on deposit in the Excess Funding Account on any Distribution Date will be
invested in Eligible Investments that will mature so that all funds will be
available at the close of business on the Transfer Date following such Monthly
Period. 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, the
Servicer having reasonably determined that the interests of the Investor
Certificateholders may be adversely affected if such Eligible Investment is held
to its maturity. Unless directed by the Servicer, funds deposited in the Excess
Funding Account on a Transfer Date with respect to the next following
Distribution Date are not required to be invested overnight. On each
Distribution Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Excess Funding Account shall be
treated as Collections of Finance Charge Receivables with respect to the last
day of the related Monthly Period. Funds on deposit in the Excess Funding
Account will be withdrawn and paid to the Depositor on any Distribution Date to
the extent the (i) the Depositor's Amount exceeds the Required Depositor's
Interest and (ii) the Required Principal Balance (as defined in any Series
Supplement) is not less than the aggregate amount of Principal Receivables
(determined after giving effect to any Principal Receivables transferred to the
Trust on such date); PROVIDED, HOWEVER, that, if an Accumulation Period,
Controlled Amortization Period or Early Amortization Period has commenced and is
continuing with respect to one or more outstanding Series, any funds on deposit
in the Excess Funding Account shall be treated as Shared Principal Collections
and shall be allocated and distributed in accordance with Section 4.04 and the
terms of the Supplements for the Principal Sharing Series. For purposes of
determining the availability of funds or the balances in the Excess Funding
Account for any reason under this Agreement, all investment earnings' net of
investment expenses and losses on such funds shall be deemed not to be available
or on deposit.

          Section 4.03. COLLECTIONS AND ALLOCATIONS. (a) The Servicer will apply
or will instruct the Trustee to apply all funds on deposit in the Collection
Account as described in this Article IV and in each Supplement. Except as
otherwise provided below, the Servicer shall deposit Collections into the
Collection Account no later than the second Business Day following the Date of
Processing of such Collections or, in the case of any Collections consisting of
Interchange, not later than 12:00 noon, New York City time, on each Distribution
Date. Subject to the express terms of any Supplement, but notwithstanding
anything else in this Agreement to the contrary, for so long as [Servicer Name]
remains the Servicer and (x) maintains a certificate of deposit rating of A-1 or
better by Standard & Poor's and P-1 by Moody's, or (y) [Servicer Name] has
provided to the Trustee a letter of credit covering collection risk of the
Servicer acceptable to each Rating Agency (as evidenced by a letter from each
Rating Agency), the Servicer need not make the daily deposits of Collections
into the Collection Account as provided in the preceding sentence, but may make
a single deposit in the Collection Account in immediately available funds not
later than 12:00 noon, New York City time, on the Transfer Date immediately
preceding each Distribution Date or, in the case of any Collections consisting
of Interchange, not later than 12:00 noon, New York City time, on each
Distribution Date. Subject to the first provision Section 4.04, but
notwithstanding anything else in this Agreement to the contrary, with respect to
any Monthly Period, whether the Servicer is required to make deposits of
Collections pursuant to the first or the second preceding sentence, (i) the
Servicer will only be required to deposit Collections into the Collection
Account up to the aggregate amount of Collections required to be deposited into
any Series Account or, without duplication, distributed on or prior to the
related Distribution Date to Investor Certificateholders or to any Series
Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and
(ii) if at any time prior to such Distribution, Date the amount of Collections
deposited in the Collection Account exceeds the amount required to be deposited
pursuant to clause (i) above, the Servicer will be permitted to withdraw the
excess from the Collection Account.

          (b)       (i) Collections of Finance Charge Receivables will be
allocated to the Certificateholders' Interest of a Series in an amount equal to
the product of the amount of such Collections and the Floating Allocation
Percentage of such Series, (ii) the Defaulted Amount will be allocated to the
Certificateholders' Interest of a Series in an amount equal to the product of
such Defaulted Amount and the Floating Allocation Percentage of such Series,
(iii) Collections of Principal Receivables will be allocated to the
Certificateholders' Interest of such Series in an amount equal to the product of
the amount of such Collections and the Principal Allocation Percentage of such
Series and (iv) Miscellaneous Payments will be allocated to the
Certificateholders' Interest of such Series in an amount equal to the product of
the amount of such Miscellaneous Payments and a fraction the numerator of which
is the Invested Amount and Enhancement Invested Amount, if any, of such Series
and the denominator of which is the sum of the Invested Amounts and the
Enhancement Invested Amount, if any, for all outstanding Series, in each case or
such Monthly Period. Subject to Sections 4.03(c) and 4.04, amounts not allocated
to the Certificateholders' Interest of any Series will be allocated to the
Depositor's Interest.

          (c)      On the earlier of (A) the second Business Day after the Date
of Processing and (B) the day on which the Servicer actually deposits any
Collections into the Collection Account or, in the case of any Collections
consisting of Interchange, not later than 12:00 noon, New York City time, on
each Distribution Date, the Servicer will pay to the Depositor (i) the
Depositor's allocable portion of Collections of Finance Charge Receivables and
(ii) the Depositor's allocable portion of Collections of Principal Receivables;
PROVIDED, however, that, in the case of Collections of Principal Receivables
allocated to the Depositor's Interest and any Shared Principal Collections that
would otherwise be paid to the Depositor pursuant to Section 4.04, such amounts
shall be paid to the Depositor only if the Depositor's Amount (determined after
giving effect to any Principal Receivables transferred to the Trust on such
date) exceeds zero. The amount held in the Collection Account as a result of the
proviso in the preceding sentence ("Unallocated Principal Collections") shall be
paid to the Depositor at the time the Depositor's Amount exceeds zero; PROVIDED,
HOWEVER, that any Unallocated Principal Collections on deposit in the Collection
Account at any time during which any Principal Sharing Series is in its
Accumulation Period, Amortization Period or Early Amortization Period shall be
deemed to be Shared Principal Collections and shall be allocated and distributed
in accordance with Section 4.04 and the terms of each Supplement.

          The payments to be made to the Depositor pursuant to this Section
4.03(c) do not apply to deposits to the Collection Account or other amounts that
do not represent Collections, including Miscellaneous Payments, payment of the
purchase price for Receivables pursuant to Section 2.06 or 10.01, proceeds from
the sale, disposition or liquidation of Receivables pursuant to Section 9.02 or
12.02 or payment of the purchase price for the Certificateholders' Interest of a
specific Series pursuant to the related Supplement.

          (d)      If the Depositor so designates, the Principal Receivables in
Additional Accounts added during any Monthly Period having an Additional Cut-Off
Date as of any day during the preceding Monthly Period shall be treated as
Principal Receivables outstanding on and after such Additional Cut-Off Date for
purposes of calculating the Floating Allocation Percentage and Principal
Allocation Percentage for the Monthly Period in which such Additional Accounts
are added. Any such recalculation of the Floating Allocation Percentage and
Principal Allocation Percentage for a Monthly Period shall be effective only on
and after the Addition Date, but the Servicer shall determine the amounts of
Collections and the Defaulted Amounts which would have been allocated to the
Certificateholders' Interest of each Series for the portion of such Monthly
Period preceding such Addition Date as if such recalculated Floating Allocation
Percentage and Principal Allocation Percentage had been in effect and shall
adjust the amounts to be allocated for the remainder of such Monthly Period so
that the amounts allocated to the Certificateholders' Interest of each Series
and the Depositor's Interest are equal to the amounts which would have been
allocated to them if such recalculated percentages had been in effect for the
entire Monthly Period.

          Section 4.04. SHARED PRINCIPAL COLLECTIONS. On each Distribution Date,
(a) the Servicer shall allocate Shared Principal Collections to each Principal
Sharing Series, pro rata, in proportion to the Principal Shortfalls, if any,
with respect to each such Series and (b) the Servicer shall withdraw from the
Collection Account or the Excess Funding Account and pay to the Depositor an
amount equal to the excess, if any, of (x) the aggregate amount for all
outstanding Series of Collections of Principal Receivables and Miscellaneous
Payments which the related Supplements or this Agreement specify are to be
treated as "Shared Principal Collections" for such Distribution Date over (y)
the aggregate amount for all outstanding Principal Sharing Series which the
related Supplements specify are "Principal Shortfalls" for such Distribution
Date; PROVIDED, HOWEVER, that, if, on any Distribution Date, either (i) the
Depositor's Amount (determined after giving effect to any Principal Receivables
transferred to the Trust on such date) is less than or equal to the Required
Depositor's Interest, or (ii) the aggregate amount of Principal Receivables in
the Trust (determined after giving effect to any Principal Receivables
transferred to the Trust on such date) is less than the Required Principal
Balance, the Servicer will not distribute to the Depositor any Shared Principal
Collections then on deposit in the Collection Account that otherwise would be
distributed to the Depositor, but shall deposit such funds in the Excess Funding
Account.

          Section 4.05. EXCESS FINANCE CHARGES. On each Distribution Date, (a)
the Servicer shall allocate Excess Finance Charges with respect to the Series in
a Group to each Series in such Group, pro rata, in proportion to the Finance
Charge Shortfalls, if any, with respect to each such Series and (b) the Servicer
shall withdraw (or shall instruct the Trustee to withdraw) from the Collection
Account and pay to the Depositor an amount equal to the excess, if any, of (x)
the aggregate amount for all outstanding Series in a Group of the amounts which
the related Supplements specify are to be treated as "Excess Finance Charges"
for such Distribution Date over (y) the aggregate amount for all outstanding
Series in such Group which the related Supplements specify are "Finance Charge
Shortfalls" for such Distribution Date; PROVIDED, HOWEVER, that, if, on any
Distribution Date, either (i) the Depositor's Amount for such Distribution Date
(determined after giving effect to any Principal Receivables transferred to the
Trust on such date and Shared Principal Collections deposited in the Excess
Funding Account on such date) is less than or equal to the Required Depositor's
Interest, or (ii) the aggregate amount of Principal Receivables in the Trust
(determined after giving effect to any Principal Receivables transferred to the
Trust on such date and any Shared Principal Collections deposited in the Excess
Funding Account on such Date) is less than the Required Principal Balance, the
Servicer will not distribute to the Depositor any Excess Finance Charges then on
deposit in the Collection Account that otherwise would be distributed to the
Depositor, but shall deposit such funds in the Excess Funding Account; PROVIDED
FURTHER, HOWEVER, that the sharing of Excess Finance Charges among Series in a
Group will continue only until such time, if any, at which the Depositor shall
deliver to the Trustee an Officer's Certificate to the effect that, in the
reasonable belief of the Depositor, the continued sharing of Excess Finance
Charges among Series in any Group would have adverse regulatory implications
with respect to the Depositor. Following the delivery by the Depositor of such
an Officer's Certificate to the Trustee there will not be any further sharing of
Excess Finance Charges among Series in any Group.


                                    ARTICLE V

                 DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS

          Distributions shall be made to, and reports shall be provided to,
Certificateholders as set forth in the applicable Supplement.


                                   ARTICLE VI

                                THE CERTIFICATES


          Section 6.01. THE CERTIFICATES. The Investor Certificates of any
Series or Class may be issued in bearer form ("Bearer Certificates") with
attached interest coupons and any other applicable coupon (collectively, the
"Coupons") or in fully registered form ("Registered Certificates") and shall be
substantially in the form of the exhibits with respect thereto attached to the
applicable Supplement. The Depositor's Certificate will be issued in registered
form, substantially in the form of Exhibit A and shall upon issue, be executed
and delivered by the Depositor to the Trustee for authentication and redelivery
as provided in Section 6.02. Except as otherwise provided in Section 6.03 or in
any Supplement, Bearer Certificates shall be issued in minimum denominations of
$1,000 and Registered Certificates shall be issued in minimum denominations of
$1,000 and in integral multiples of $1,000 in excess thereof. If specified in
any Supplement, the Investor Certificates of any Series or Class shall be issued
upon initial issuance as a single certificate evidencing the aggregate original
principal amount of such Series or Class as described in Section 6.13. The
Depositor's Certificate shall be a single certificate and shall initially
represent the entire Depositor's Interest. Each Certificate shall be executed by
manual or facsimile signature of behalf of the Depositor by its respective
President or any Vice President. Certificates bearing the manual or facsimile
signature on an individual who was, at the time when such signature was affixed,
authorized to sign on behalf of the Depositor shall not be rendered invalid,
notwithstanding that such individual ceased to be so authorized prior to the
authentication and delivery of such Certificates or does not hold such office at
the date of such Certificates. No Certificates shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by or on behalf of the Trustee by the manual signature of a
duly authorized signatory, and such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. Bearer Certificates shall be dated the
Series Issuance Date. All Registered Certificates and the Depositor's
Certificate shall be dated the date of their authentication.

          Section 6.02. AUTHENTICATION OF CERTIFICATES. The Trustee shall
authenticate and deliver the Investor Certificates of each Series and Class that
are issued upon original issuance to or upon the order of the Depositor against
payment to the Depositor of the purchase price therefor. The Trustee shall
authenticate and deliver the Depositor's Certificate to the Depositor
simultaneously with its delivery of the Investor Certificates of the first
Series to be issued hereunder. If specified in the related Supplement for any
Series or Class, the Trustee shall authenticate and deliver outside the United
States the Global Certificate that is issued upon original issuance thereof.

          Section 6.03. NEW ISSUANCES. (a) The Depositor may from time to time
direct the Trustee, on behalf of the Trust, to authenticate one or more new
Series of Investor Certificates. The Investor Certificates of all outstanding
Series shall be equally and ratably entitled as provided herein to the benefits
of this Agreement without preference, priority or distinction, all in accordance
with the terms and provisions of this Agreement and the applicable Supplement
except, with respect to any Series or Class, as provided in the related
Supplement.

          (b)       On or before the Series Issuance Date relating to any new
Series, the parties hereto will execute and deliver a Supplement which will
specify the Principal Terms of such new Series. The terms of such Supplement may
modify or amend the terms of this Agreement solely as applied to such new
Series. The obligation of the Trustee to authenticate the Investor Certificates
of such new Series and to execute and deliver the related Supplement is subject
to the satisfaction of the following conditions:

               (i) on or before the fifth Business Day immediately preceding the
          Series Issuance Date, the Depositor shall have given the Trustee, the
          Servicer, each Rating Agency and any Series Enhancer entitled thereto
          pursuant to the relevant Supplement notice of such issuance and the
          Series Issuance Date;

               (ii) the Depositor shall have delivered to the Trustee the
          related Supplement, in form and substance satisfactory to the Trustee,
          executed by each party hereto other than the Trustee;

               (iii) the Depositor shall have delivered to the Trustee any
          related Enhancement Agreement executed by each of the parties thereto,
          other than the Trustee;

               (iv) the Depositor shall have received written notice from each
          Rating Agency that such issuance will not have a Ratings Effect and
          shall have delivered copies of each such written notice to the
          Servicer and the Trustee;

               (v) the Depositor shall have delivered to the Trustee and any
          Series Enhancer entitled thereto pursuant to the relevant Supplement
          an Officer's Certificate of the Depositor, dated the Series Issuance
          Date, to the effect that the Depositor reasonably believes that such
          issuance will not, based on the facts known to such officer at the
          time of such certification, then cause a Pay Out Event or any event
          that, after the giving of notice or the lapse of time, would
          constitute a Pay Out Event to occur with respect to any Series;

               (vi) the Depositor shall have delivered to the Trustee, each
          Rating Agency and any Series Enhancer entitled thereto pursuant to the
          relevant Supplement a Tax Opinion, dated the Series Issuance Date,
          with respect to such issuance; and

               (vii) the Depositor shall have delivered to the Trustee and any
          Series Enhancer entitled thereto pursuant to the relevant Supplement
          an Officer's Certificate of the Depositor, dated the Series Issuance
          Date to the effect that the Depositor's Amount (excluding the interest
          represented by any Supplemental Certificate) shall not be less than
          the Specified Percentage of the total amount of Principal Receivables,
          in each case as of the Series Issuance Date, and after giving effect
          to such issuance.

Upon satisfaction of the above conditions, the Trustee shall execute the
Supplement and authenticate the Investor Certificates of such Series upon
execution thereof by the Depositor.

          (c)       The Depositor may surrender the Depositor's Certificate to
the Trustee in exchange for a newly issued Depositor's Certificate and one or
more additional certificates (each a "Supplemental Certificate"), the terms of
which shall be defined in a Supplement (which Supplement shall be subject to
Section 13.01(a) to the extent that it amends any of the terms of this
Agreement), to be delivered to or upon the order of the Depositor (or the holder
of a Supplemental Certificate, in the case of the transfer of exchange thereof,
as provided below), upon satisfaction of the following conditions:

               (i) the Depositor shall have received written notice from each
          Rating Agency that such exchange (or transfer or exchange as provided
          below) will not have a Ratings Effect and shall have delivered copies
          of each such written notice to the Servicer and the Trustee; and

               (ii) the Depositor shall have delivered to the Trustee, each
          Rating Agency and any Series Enhancer entitled thereto pursuant to the
          relevant Supplement a Tax Opinion, dated the date of such exchange (or
          transfer or exchange as provided in the next sentence), with respect
          thereto.

Any Supplemental Certificate may be transferred or exchanged only upon
satisfaction of the conditions set forth in clauses (i) and (ii) above.

          Section 6.04. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

          (a)       The Trustee shall cause to be kept at the Corporate Trust
Office to be maintained in accordance with the provisions of Section 11.16 a
register (the "Certificate Register") in which, subject to such reasonable
regulations as it may prescribe, a transfer agent and registrar (which may be
the Trustee) (the "Transfer Agent and Registrar") shall provide for the
registration of the Registered Certificates and of transfers and exchanges of
the Registered Certificates as herein provided. The Transfer Agent and Registrar
shall initially be the Trustee, and any co-transfer agent and co-registrar
chosen by the Depositor and acceptable to the Trustee, including, if and so long
as any Series or Class is listed on a European stock exchange (including the
Luxembourg Stock Exchange) and such exchange shall so require, a co-transfer
agent and co- registrar in the city of such exchange. So long as any Investor
Certificates are outstanding, the Depositor shall maintain a co-transfer agent
and co- registrar in New York City. Any reference in this Agreement to the
Transfer Agent and Registrar shall include any co-transfer agent and
co-registrar unless the context requires otherwise.

          The Trustee may revoke such appointment and remove any Transfer Agent
and Registrar if the Trustee determines in its sole discretion that such
Transfer Agent and Registrar failed to perform its obligations under this
Agreement in any material respect. Any Transfer Agent and Registrar shall be
permitted to resign as Transfer Agent and Registrar upon 30 days' written notice
to the Depositor, the Trustee and the Servicer; provided, however, that such
resignation shall not be effective and such Transfer Agent and Registrar shall
continue to perform its duties as Transfer Agent and Registrar until the
Depositor has appointed a successor Transfer Agent and Registrar reasonably
acceptable to the Trustee.

          Subject to paragraph (c) below, upon surrender for registration of
transfer of any Registered Certificate at any office or agency of the Transfer
Agent and Registrar maintained for such purpose, one or more new Registered
Certificates (of the same Series and Class) in authorized denominations of like
aggregate fractional undivided interests in the Certificateholders' Interest
shall be executed, authenticated and delivered, in the name of the designated
transferee or transferees.

          At the option of a Registered Certificateholder, Registered
Certificates (of the same Series and Class) may be exchanged for other
Registered Certificates of authorized denominations of like aggregate fractional
undivided interests in the Certificateholders' Interest, upon surrender of the
Registered Certificates to be exchanged at any such office or agency; Registered
Certificates, including Registered Certificates received in exchange for Bearer
Certificates, may not be exchanged for Bearer Certificates. At the option of the
Holder of a Bearer Certificate, subject to applicable laws and regulations,
Bearer Certificates may be exchanged for other Bearer Certificates or Registered
Certificates (of the same Series and Class) of authorized denominations of like
aggregate fractional undivided interests in the Certificateholders' Interest
upon surrender of the Bearer Certificates to be exchanged at an office or agency
of the Transfer Agent and Registrar located outside the United States. Each
Bearer Certificate surrendered pursuant to this Section shall have attached
thereto all unmatured Coupons; PROVIDED that any Bearer Certificate, so
surrendered after the close of business on the Record Date preceding the
relevant payment date or distribution date after the expected final payment date
need not have attached the Coupon relating to such payment date or distribution
date (in each case, as specified in the applicable Supplement).

          Whenever any Investor Certificates are so surrendered for exchange,
the Depositor shall execute, the Trustee shall authenticate and the Transfer
Agent and Registrar shall deliver (in the case of Bearer Certificates, outside
the United States) the Investor Certificates which the Investor
Certificateholder making the exchange is entitled to receive. Every Investor
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in a form satisfactory
to the Trustee or the Transfer Agent and Registrar duly executed by the Investor
Certificateholder or the attorney-in-fact thereof duly authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange of Investor Certificates, but the Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any such transfer or exchange. All Investor
Certificates (together with any Coupons) surrendered for registration of
transfer and exchange or for payment shall be canceled and disposed of in a
manner customary and satisfactory to the Trustee. The Trustee shall cancel and
destroy any Global Certificate upon its exchange in full for Definitive
Euro-Certificates and shall deliver a certificate of destruction to the
Depositor. Such certificate shall also state that a certificate or certificates
of a Foreign Clearing Agency to the effect referred to in Section 6.13 was
received with respect to each portion of the Global Certificate exchanged for
Definitive Euro-Certificates.

          The Depositor shall execute and deliver to the Trustee Bearer
Certificates and Registered Certificates in such amounts and at such times as
are necessary to enable the Trustee to fulfill its responsibilities under this
Agreement, each Supplement and the Certificates.

          (b)       The Transfer Agent and Registrar will maintain at the
Transfer Agent and Registrar's expense (or at the co-transfer agent and
co-registrar's expense) in each of the Borough of Manhattan, The City of New
York, and if and so long as any Series or Class is listed on a European stock
exchange (including the Luxembourg Stock Exchange), then in the city of such
exchange, an office or agency where Investor Certificates may be surrendered for
registration of transfer or exchange (except that Bearer Certificates may not be
surrendered for exchange at any such office or agency in the United States).

          (c)       (i) Registration of transfer of Investor Certificates
containing a legend substantially to the effect set forth on Exhibit E-1 shall
be effected only if such transfer (x) is made pursuant to an effective
registration statement under the Act, or is exempt from the registration
requirements under the Act, and (y) is made to a Person which is not an employee
benefit plan, trust or account, including an individual retirement account, that
is subject to ERISA or that is described in Section 4975(e)(1) of the Code or an
entity whose underlying assets include plan assets by reason of a plan's
investment in such entity (a "Benefit Plan"). In the event that registration of
a transfer is to be made in reliance upon an exemption from the registration
requirements under the Act, the transferor or the transferee shall deliver, at
its expense, to the Depositor, the Servicer and the Transfer Agent and Registrar
an investment letter from the transferee, substantially in the form of the
investment and ERISA representation letter attached hereto as Exhibit E-2, and
no registration of transfer shall be made until such letter is so delivered.

          Investor Certificates issued upon registration or transfer of, or
Investor Certificates issued in exchange for, Investor Certificates bearing the
legend referred to above shall also bear such legend unless the Depositor, the
Servicer, the Trustee and the Transfer Agent and Registrar receive an Opinion of
Counsel, satisfactory to each of them, to the effect that such legend may be
removed.

          Whenever an Investor Certificate containing the legend referred to
above is presented to the Transfer Agent and Registrar for registration of
transfer, the Transfer Agent and Registrar shall promptly seek instructions from
the Servicer regarding such transfer and shall be entitled to receive
instructions signed by a Servicing Officer prior to registering any such
transfer. The Depositor hereby agrees to indemnify the Transfer Agent and
Registrar and the Trustee and to hold each of them harmless against any loss,
liability or expense incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by them in
relation to any such instructions furnished pursuant to this clause (i).

          (ii)     Registration of transfer of Investor Certificates containing
a legend to the effect set forth on Exhibit E-3 shall be effected only if such
transfer is made to a Person which is not a Benefit Plan. By accepting and
holding any such Investor Certificate, an Investor Certificateholder shall be
deemed to have represented and warranted that it is not a Benefit Plan. By
acquiring any interest in a Book-Entry Certificate which contains such legend, a
Certificate Owner shall be deemed to have represented and warranted that it is
not a Benefit Plan.

          (iii)         If so requested by the Depositor, the Trustee will make
available to any prospective purchaser of Investor Certificates who so requests,
a copy of a letter provided to the Trustee by or on behalf of the Depositor
relating to the transferability of any Series or Class to a Benefit Plan.

          Section 6.05. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If
(a) any mutilated Certificate (together, in the case of Bearer Certificates,
with all unmatured Coupons (if any) appertaining thereto) is surrendered to the
Transfer Agent and Registrar, or the Transfer Agent and Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Transfer Agent and Registrar, the
Depositor, the Servicer and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Trustee that such Certificate has been acquired by a bona fide purchaser,
the Depositor shall execute, the Trustee shall authenticate and the Transfer
Agent and Registrar shall deliver (in the case of Bearer Certificates, outside
the United States), in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and aggregate
fractional undivided interest. In connection with the issuance of any new
Certificate under this Section, the Trustee or the Transfer Agent and Registrar
may require the payment by the Certificate, older of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and Transfer
Agent and Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time and any holder of the lost,
stolen, or destroyed Certificate shall no longer be entitled to any of the
rights or benefits hereunder.

          Section 6.06. PERSONS DEEMED OWNERS. The Trustee, the Paying Agent,
the Depositor, the Servicer, the Transfer Agent and Registrar and any agent of
any of them may (a) prior to due presentation of a Registered Certificate for
registration of transfer, treat the Person in whose name any Registered
Certificate is registered as the owner of such Registered Certificate for the
purpose of receiving distributions pursuant to the terms of the applicable
Supplement and for all other purposes whatsoever, and (b) treat the bearer of a
Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon
for the purpose of receiving distributions pursuant to the terms of the
applicable Supplement and for all other purposes whatsoever; and, in any such
case, neither the Trustee, the Paying Agent, the Depositor, the Servicer, the
Transfer Agent and Registrar nor any agent of any of them shall be affected by
any notice to the contrary. Notwithstanding the foregoing, in determining
whether the Holders of the requisite Investor Certificates have given any
request, demand, authorization, direction, notice , consent or waiver hereunder,
Certificates owned by the Depositor, the Servicer, any other holder of the
Depositor's Certificate, the Trustee or any Affiliate thereof, shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Certificates which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Certificates so owned which have been pledged in good faith shall
not be disregarded and may be regarded as outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Certificates and that the pledgee is not the Depositor, the Servicer, any
other holder of the Depositor's Certificate or any Affiliate thereof.

          Section 6.07. APPOINTMENT OF PAYING AGENT. The Paying Agent shall make
distributions to Investor Certificateholders from the Collection Account or any
applicable Series Account pursuant to the provisions of the applicable
Supplement and shall report he amounts of such distributions to the Trustee. Any
Paying Agent shall have the revocable power to withdraw funds from the
Collection Account or any applicable Series Account for the purpose of making
the distributions referred to above. The Trustee may revoke such power and
remove the Paying Agent if the Trustee determines in its sole discretion that
the Paying Agent shall have failed to perform its obligations under this
Agreement or any Supplement in any material respect. The Paying Agent shall
initially be the Trustee and any co-paying agent chosen by the Depositor and
acceptable to the Trustee, including, if and so long as any Series or Class is
listed on a European stock exchange (including the Luxembourg Stock Exchange)
and such exchange so requires, a co-paying agent in the city exchange or another
western European city. Any Paying Agent shall be permitted to resign as Paying
Agent upon 30 days' written notice to the Trustee and the Depositor. In the
event that any Paying Agent shall resign, the Depositor shall appoint a
successor to act as Paying Agent, reasonably acceptable to the Trustee. The
initial and each successor or additional Paying Agent shall execute and deliver
to the Trustee an instrument in which such successor or additional Paying Agent
shall agree with the Trustee that (i) it will hold all sums, if any, held by it
for payment to the Investor Certificateholders in trust for the benefit of the
Investor: Certificateholders entitled thereto until such sums shall be paid to
such Investor Certificateholders and (ii) during the continuance of any Pay-Out
Event or Servicer Default, upon the written request of the Trustee, it will
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Investor Certificates. The Paying Agent shall return
all unclaimed funds to the Trustee and upon removal shall also return all funds
in its possession to the Trustee. If and for so long as the Trustee shall act as
Paying Agent, the provisions of Sections 11.01, 11.02, 11.03 and 11.05 shall
apply to the Trustee also in its role as Paying Agent. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

          Section 6.08. ACCESS TO LIST OF REGISTERED CERTIFICATEHOLDERS NAMES
AND ADDRESSES. The Trustee will furnish or cause to be furnished by the Transfer
Agent and Registrar to the Servicer or the Paying Agent, within five Business
Days after receipt by the Trustee of a request therefor, a list in such form as
the Servicer or the Paying Agent may reasonably inquire, of the names and
addresses of the Registered Certificateholders. If any Holder or group of
Holders of Investor Certificates of any Series or all outstanding Series, as the
case may be, evidencing not less than 33% of the aggregate unpaid principal
amount of such Series or all outstanding Series, as applicable (the
"Applicants"), apply to the Trustee, and such application states that the
Applicants desire to communicate with other Investor Certificateholders with
respect to their rights under this Agreement or any Supplement or under the
Investor Certificates and is accompanied by a copy of the communication which
such Applicants propose to transmit, then the Trustee after having been
adequately indemnified by such Applicants for its costs and expenses, shall
afford or shall cause the Transfer Agent and Registrar to afford such Applicants
access during normal business hours to the most recent list of Registered
Certificateholders of such Series or all outstanding Series, as applicable, held
by the Trustee, within five Business Days after the receipt of such application.
Such list shall be as of a date no more than 45 days prior to the date of
receipt of such Applicants request.

          Every Registered Certificateholder, by receiving and holding a
Registered Certificate, agrees with the Trustee that neither the Trustee, the
Depositor, the Servicer, the Transfer Agent and Registrar, nor any of their
respective agents, shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Registered
Certificateholders hereunder, regardless of the sources from which such
information was derived.

          Section 6.09. AUTHENTICATING AGENT. (a) The Trustee may appoint one or
more authenticating agents with respect to the Certificates which shall be
authorized to act on behalf of the Trustee in authenticating the Certificates in
connection with the issuance, delivery, registration of transfer, exchange or
repayment of the Certificates. Whenever reference is made in this Agreement to
the authentication of Certificates by the Trustee or the Trustee's certificate
of authentication, such reference shall be deemed to include authentication on
behalf of the Trustee by an authenticating agent and certificate of
authentication executed on behalf of the Trustee by an authenticating agent.
Each authenticating agent must be reasonably acceptable to the Depositor and the
Servicer.

          (b)       Any institution succeeding to the corporate agency business
of an authenticating agent shall continue to be an authenticating agent without
the execution or filing of any power or any further act on the part of the
Trustee or such authenticating agent. An authenticating agent may at any time
resign by giving written notice of resignation to the Trustee and to the
Depositor. The Trustee may at any time terminate the agency of an authenticating
agent by giving written notice of termination to such authenticating agent and
to the Depositor. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time an authenticating agent shall cease to be
acceptable to the Trustee or the Depositor, the Trustee promptly may appoint a
successor authenticating agent. Any successor authenticating agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an authenticating agent. No successor authenticating agent
shall be appointed unless acceptable to the Trustee and the Depositor. The
Depositor agrees to pay to each authenticating agent from time to time
reasonable compensation for its services under this Section. The provisions of
Sections 11.0l, 11.02 and 11.03 shall be applicable to any authenticating agent.

          (c)       Pursuant to an appointment made under this Section, the
Certificates may have endorsed thereon, in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

          This is one of the Certificates described in the Pooling and Servicing
Agreement.

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

                                        ----------------------------------
                                              as Authenticating Agent
                                                  for the Trustee,

                                        by _______________________________
                                                 Authorized Officer

          Section 6.10. BOOK-ENTRY CERTIFICATES. Unless otherwise specified in
the related Supplement for any Series or Class, the Investor Certificates, upon
original issuance, shall be issued in the form of one or more typewritten
Investor Certificates representing the Book-Entry Certificates, to be delivered
to the Clearing Agency, by, or on behalf of, the Depositor. The Investor
Certificates shall initially be registered on the Certificate Register in the
name of the Clearing Agency or its nominee, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner's interest
in the Investor Certificates, except as provided in Section 6.12. Unless and
until definitive, fully registered Investor Certificates ("Definitive
Certificates") have been issued to the applicable Certificate Owners pursuant to
Section 6.12 or as otherwise specified in any such Supplement:

          (a)       the provisions of this Section shall be in full force and
effect;

          (b)     the Depositor, the Servicer and the Trustee may deal with the
Clearing Agency and the Clearing Agency Participants for all purposes (including
the making of distributions) as the authorized representatives of the respective
Certificate Owners;

          (c)       to the extent that the provisions of this Section conflict
with any other provisions of this Agreement, the provisions of this Section
shall control; and

          (d)       the rights of the respective Certificate Owners shall be
exercised only through the Clearing Agency and the Clearing Agency Participants
and shall be limited to those established by law and agreements between such
Certificate Owners and the Clearing Agency and/or the Cleaning Agency
Participants. Pursuant to the Depositary Agreement, unless and until Definitive
Certificates are issued pursuant to Section 6.12, the Clearing Agency will make
book-entry transfers, the Clearing Agency Participants and receive and transmit
distributions of and interest on the related Investor Certificates to such
Clearing Agency Participants.

          For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Investor
Certificateholders evidencing a specified percentage of the aggregate unpaid
principal amount of Investor Certificates, such direction or consent may be
given by Certificate Owners (acting through the Clearing Agency and the Clearing
Agency Participants) owning Investor Certificates evidencing the requisite
percentage of principal amount of Investor Certificates.

          Section 6.11. NOTICES TO CLEARING AGENCY. Whenever any notice or other
communication is required to be given to Investor Certificateholders of any
Series or Class with respect to which Book-Entry Certificates have been issued,
unless and until Definitive Certificates shall have been issued to the related
Certificate Owners, the Trustee shall give all such notices and communications
to the applicable Clearing Agency.

          Section 6.12. DEFINITIVE CERTIFICATES. If Book-Entry Certificates have
been issued with respect to any Series or Class and (a) the Depositor advises
the Trustee that the Clearing Agency is no longer willing or able to discharge
properly its responsibilities under the Depositary Agreement with respect to
such Series or Class and the Trustee or the Depositor is unable to locate a
qualified successor, (b) the Depositor, at its option, advises the Trustee that
it elects to terminate the book-entry system with respect to such Series or
Class through the Clearing Agency or (c) after the occurrence of a Servicer
Default, Certificate Owners of such Series or Class evidencing more than 50% of
the aggregate unpaid principal amount of such Series or Class advise the Trustee
and the Clearing Agency through the Clearing Agency Participants that the
continuation of a book-entry system with respect to the Investor Certificates of
such Series or Class through the Clearing Agency is no longer in the best
interests of the Certificate Owners with respect to such Certificates, then the
Trustee shall notify all Certificate Owners of such Certificates, through the
Clearing Agency, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of any such Certificates by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for
registration, the Depositor shall execute and the Trustee shall authenticate and
deliver such Definitive Certificates. Neither the Depositor nor the Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of such Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Clearing Agency shall be
deemed to be imposed upon and performed by the Trustee, to the extent applicable
with respect to such Definitive Certificates and the Trustee shall recognize the
Holders of such Definitive Certificates as Investor Certificateholders
hereunder.

          Section 6.13. GLOBAL CERTIFICATE; EXCHANGE DATE. (a) If specified in
the related Supplement for any Series or Class, the Investor Certificates for
such Series or Class will initially be issued in the form of a single temporary
global Certificate (the "Global Certificate") in bearer form, without interest
coupons, in the denomination of the entire aggregate principal amount of such
Series or Class substantially in the form set forth in the exhibit with respect
thereto attached to the related Supplement. The Global Certificate will be
executed by the Depositor and authenticated by the Trustee upon the same
conditions, in substantially the same manner and with the same effect as the
Definitive Certificates. The Global Certificate may be exchanged as described
below for Bearer or Registered Certificates in definitive form (the "Definitive
Euro-Certificates").

          (b)       The Manager shall, upon its determination of the date of
completion of the distribution of the Investor Certificates of such Series or
Class, so advise the Trustee, the Depositor, the Depositaries, and each Foreign
Clearing Agency forthwith. Without unnecessary delay, but in any event not prior
to the Exchange Date, the Depositor will execute and deliver to the Trustee at
its London office or its designated agent outside the United States definitive
Bearer Certificates in an aggregate principal amount equal to the entire
aggregate principal amount of such Series or Class. All Bearer Certificates so
issued and delivered will have Coupons attached. The Global Certificate may be
exchanged for an equal aggregate principal amount of Definitive
Euro-Certificates only on or after the Exchange Date. An institutional investor
that is a U.S. Person may exchange the portion of the Global Certificate
beneficially owned by it only for an equal aggregate principal amount of
Registered Certificates bearing the applicable legend set forth in the form of
Registered Certificate attached to the related Supplement and having a minimum
denomination of $500,000, which may be in temporary form if the Depositor so
elects. The Depositor may waive the $500,000 minimum denomination requirement if
it so elects. Upon any demand for exchange for Definitive Euro-Certificates in
accordance with this paragraph, the Depositor shall cause the Trustee to
authenticate and deliver the Definitive Euro- Certificates to the Holder (x)
outside the United States, in the case of Bearer Certificates, and (y) according
to the instructions of the Holder, in the case of Registered Certificates, but
in either case only upon presentation to the Trustee of a written statement.
Substantially in the form of Exhibit G-1 with respect to the Global Certificate
or portion thereof being exchanged signed by a Foreign Clearing Agency and dated
on the Exchange Date or a subsequent date, to the effect that it has received in
writing or by tested telex a certification substantially in the form of (i) in
the case of beneficial ownership of the Global Certificate or a portion thereof
being exchanged by a United States institutional investor pursuant to the second
preceding sentence, the certificate in the form of Exhibit G-2 by the Manager
which sold the relevant Certificates or (ii) in all other cases, the certificate
in the form of Exhibit G-3, the certificate referred to in this clause (ii)
being dated on the earlier of the first actual payment of interest in respect of
such Certificates and the date of the delivery of such Certificate in definitive
form. Upon receipt of such certification, the Trustee shall cause the Global
Certificate to be endorsed in accordance with paragraph (d) below. Any exchange
as provided in this Section shall be made free of charge to the holders and the
beneficial owners of the Global Certificate and to the beneficial owners of the
Definitive Euro-certificates issued in exchange, except that a person receiving
Definitive Euro-certificates must bear the cost of insurance, postage,
transportation and the like in the event that such person does not receive such
Definitive Euro-Certificates in person at the offices of a Foreign Clearing
Agency.

          (c)       The delivery to the Trustee by a Foreign Clearing Agency of
any written statement referred to above may be relied upon by the Depositor and
the Trustee as conclusive evidence that a corresponding certification or
certifications has or have been delivered to such Foreign Clearing Agency
pursuant to the terms of this Agreement.

          (d)       Upon any such exchange of all or a portion of the Global
Certificate for a Definitive Euro-Certificate or Certificates, such Global
Certificate shall be endorsed by or on behalf of the Trustee to reflect the
reduction of its principal amount by an amount equal to the aggregate principal
amount of such Definitive Euro-Certificate or Certificates. Until so exchanged
in full, such Global Certificate shall in all respects be entitled to the same
benefits under this Agreement as Definitive Euro-Certificates authenticated and
delivered hereunder except that the beneficial owners of such Global Certificate
shall not be entitled to receive payments of interest on the Certificates until
they have exchanged their beneficial interests in such Global Certificate for
Definitive Euro-Certificates.

          Section 6.14. MEETINGS OF CERTIFICATEHOLDERS. (a) If at the time any
Bearer Certificates are issued and outstanding with respect to any Series or
Class to which any meeting described below relates, the Servicer or the Trustee
may at any time call a meeting of Investor Certificateholders of any Series or
Class or of all Series, to be held at such time and at such place as the
Servicer or the Trustee, as the case may be, shall determine, for the purpose of
approving a modification of or amendment to, or obtaining a waiver of any
covenant or condition set forth in, this Agreement, any Supplement or the
Investor Certificates or of taking any other action permitted to be taken by
Investor Certificateholders hereunder or under any Supplement. Notice of any
meeting of Investor Certificateholders, setting forth the time and place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given in accordance with Section 13.05(b), the first mailing and
publication to be not less than 20 nor more than 180 days prior to the date
fixed for the meeting. To be entitled to vote at any meeting of Investor
Certificateholders a person shall be (i) a Holder of one or more Investor
Certificates of the applicable Series or Class or (ii) a person appointed by an
instrument in writing as proxy by the Holder of one or more such Investor
Certificates. The only persons who shall be entitled to be present or to speak
at any meeting of Investor Certificateholders shall be the persons entitled to
vote at such meeting and their counsel and any representatives of the Depositor,
the Servicer and the Trustee and their respective counsel.

          (b)     At a meeting of Investor Certificateholders, persons entitled
to vote Investor Certificates evidencing a majority of the aggregate unpaid
principal amount of the applicable Series or Class or all outstanding Series, as
the case may be, shall constitute a quorum. No business shall be transacted in
the absence of a quorum, unless a quorum is present when the meeting is called
to order. In the absence of a quorum at any such meeting, the meeting may be
adjourned for a period of not less than 10 days; in the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days; at the reconvening of any meeting further
adjourned for lack of a quorum, the persons entitled to vote Investor
Certificates evidencing at least 25% of the aggregate unpaid principal amount of
the applicable Series or Class or all outstanding Series, as the case may be,
shall constitute a quorum for the taking of any action set forth in the notice
of the original meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided above except that such notice must be given not less
than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage of the aggregate principal amount of the outstanding
applicable Investor Certificates which shall constitute a quorum.

          (c)     Any Investor Certificateholder who has executed an instrument
in writing appointing a person as proxy shall be deemed to be present for the
purposes of determining a quorum and be deemed to have voted; provided that such
Investor Certificateholder shall be considered as present or voting only with
respect to the matters covered by such instrument in writing. Subject to the
provisions of Section 13.01, any resolution passed or decision taken at any
meeting of Investor Certificateholders duly held in accordance with this Section
shall be binding on all Investor Certificateholders whether or not present or
represented at the meeting.

          (d)       The holding of Bearer Certificates shall be proved by the
production of such Bearer Certificates or by a certificate, satisfactory to the
Servicer, executed by any bank, trust company or recognized securities dealer,
wherever situated, satisfactory to the Servicer. Each such certificate shall be
dated and shall state that on the date thereof a Bearer Certificate bearing a
specified serial number was deposited with or exhibited to such bank, trust
company or recognized securities dealer by the person named in such certificate.
Any such certificate may be issued in respect of one or more Bearer Certificates
specified therein. The holding by the person named in any such certificate of
any Bearer Certificate specified therein shall be presumed to continue for a
period of one year from the date of such certificate unless at the time of any
determination of such holding (i) another certificate bearing a later date
issued in respect of the same Bearer Certificate shall be produced, (ii) the
Bearer Certificate specified in such certificate shall be produced by some other
person or (iii) the Bearer Certificate specified in such certificate shall have
ceased to be outstanding. The appointment of any proxy shall be proved by having
the signature of the person executing the proxy guaranteed by any bank, trust
company or recognized securities dealer satisfactory to the Trustee.

          (e)       The Trustee shall appoint a temporary chairman of the
meeting. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the holders of Investor Certificates evidencing a majority of
the aggregate unpaid principal amount of Investor Certificates of the applicable
Series or Class or all outstanding Series, as the case may be, represented at
the meeting. No vote shall be cast or counted at any meeting in respect of any
Investor Certificate challenged as not outstanding and ruled by the chairman of
the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote except as an Investor Certificateholder or proxy. Any meeting of
Investor Certificateholders duly called at which a quorum is present may be
adjourned from time to time, and the meeting may be held as so adjourned without
further notice.

          (f)       The vote upon any resolution submitted to any meeting of
Investor Certificateholders shall be by written ballot on which shall be
subscribed the signatures of Investor Certificateholders or proxies and on which
shall be inscribed the serial number or numbers of the Investor Certificates
held or represented by them. The permanent chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Investor
Certificateholders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was published as provided above. The record shall be
signed and verified by the permanent chairman and secretary of the meeting and
one of the duplicates delivered to the Servicer and the other to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated.

                                   ARTICLE VII

                     OTHER MATTERS RELATING TO THE DEPOSITOR

          Section 7.01. LIABILITY OF THE DEPOSITOR. The Depositor shall be
liable in all respects for the obligations, covenants, representations and
warranties of the Depositor arising under or related to this Agreement or any
Supplement. The Depositor shall be liable only to the extent of the obligations
specifically undertaken by it in its capacity as Depositor.

          Section 7.02. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, THE Depositor. (a) The Depositor shall not consolidate with or
merge into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person unless:

               (i) (x) the corporation formed by such consolidation or into
          which the Depositor is merged or the Person which acquires by
          conveyance or transfer the properties and assets of the Depositor
          substantially as an entirety shall be, if the Depositor is not the
          surviving entity, a corporation, banking corporation or banking
          association organized and existing under the laws of the United States
          and, if the Depositor is not the surviving entity, such corporation,
          banking corporation or banking association shall expressly assume, by
          an agreement supplemental hereto, executed and delivered to the
          Trustee, in form reasonably satisfactory to the Trustee, the
          performance of every covenant and obligation of the Depositor
          hereunder, including its obligations under Section 7.04; and (y) the
          Depositor has delivered to the Trustee an Officer's Certificate and an
          Opinion of Counsel each stating that such consolidation, merger,
          conveyance or transfer and such supplemental agreement comply with
          this Section, that such supplemental agreement is a legal, valid and
          binding obligation of such surviving entity enforceable against such
          surviving entity in accordance with its terms, except as such
          enforceability may be limited by applicable bankruptcy, insolvency,
          reorganization, moratorium, receivership, conservatorship or other
          similar laws now or hereafter in effect affecting the enforcement of
          creditors' rights in general, and if applicable, the rights of
          creditors of state banking corporations or associations or national
          banking associations, and except as such enforceability may be limited
          by general principles of equity (whether considered in a suit at law
          or in equity), and an Officer's Certificate stating that all
          conditions precedent herein provided for relating to such transaction
          have been complied with;

               (ii) if the surviving entity is a Non-Code Entity, the Depositor
          shall have delivered written notice of such consolidation, merger
          conveyance or transfer to each Rating Agency or, if the surviving
          entity is not a Non-Code Entity, the Depositor shall have received
          written notice from each Rating Agency that such consolidation,
          merger, conveyance or transfer will not have a Ratings Effect and
          shall have delivered copies of each such written notice to the
          Servicer and the Trustee; and

               (iii) the Depositor shall have delivered to the Trustee, each
          Rating Agency and any Series Enhancer entitled thereto pursuant to the
          relevant Supplement a Tax Opinion, dated the date of such
          consolidation, merger, conveyance or transfer, with respect thereto.

          (b)       The obligations of the Depositor hereunder shall not be
assignable nor shall any Person succeed to the obligations of the Depositor
hereunder except in each case in accordance with the provisions of the foregoing
paragraph.

          Section 7.03. LIMITATIONS ON LIABILITY OF THE DEPOSITOR. Subject to
Sections 7.01 and 7.04, neither the Depositor nor any of the directors,
officers, employees or agents of the Depositor acting in their capacities as
Depositor shall be under any liability to the Trust, the Trustee, the
Certificateholders, any Series Enhancer or any other Person for any action taken
or for refraining from the taking of any action in good faith in their
capacities as Depositor pursuant to this Agreement; PROVIDED, HOWEVER, that this
provision shall not protect the Depositor or any such Person against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor and any director,
officer, employee or agent of the Depositor may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
(other than the Depositor) respecting any matters arising hereunder.

          Section 7.04. LIABILITIES. Notwithstanding Section 7.03 (and
notwithstanding Sections 8.03 and 8.04), by entering into this Agreement, the
Depositor agrees to be liable, directly to the injured party, for the entire
amount of any losses, claims, damages or liabilities (other than those incurred
by an Investor Certificateholder in the capacity of an investor in the Investor
Certificates or those which arise from any action by any Investor
Certificateholder) arising out of or based on the arrangement created by this
Agreement and the actions of the Servicer taken pursuant hereto as though this
Agreement created a partnership under the New York Uniform Partnership Act in
which the Depositor was a general partner. In the event of the appointment of a
Successor Servicer, the Successor Servicer will (from its own assets and not
from the assets of the Trust) indemnify and hold harmless the Depositor against
and from any losses, claims, damages and liabilities of the Depositor as
described in this Section arising from the actions or omissions of such
Successor Servicer.


                                  ARTICLE VIII

                     OTHER MATTERS RELATING TO THE SERVICER

          Section 8.01. SERVICER. The Servicer shall be liable under this
Article only to the extent of the obligations specifically undertaken
by the Servicer in its capacity as Servicer.

          Section 8.02. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, THE Servicer. The Servicer shall not consolidate with or merge
into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:

          (a)       (i) the corporation formed by such consolidation or into
which the Servicer is merged or the Person which acquires by conveyance or
transfer the properties and assets of the Servicer substantially as an entirety
shall be, if the Servicer is not the surviving entity, a corporation, banking
corporation or banking association organized and existing under the laws of the
United States and, if the Servicer is not the surviving entity, such
corporation, banking corporation or banking association shall expressly assume,
by an agreement supplemental hereto, executed and delivered to the Trustee, in
form reasonably satisfactory to the Trustee, the performance of every covenant
and obligation of the Servicer hereunder;

          (ii)      the Servicer had delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such consolidation,
merger, conveyance or transfer and such supplemental agreement comply with this
Section, that such supplemental agreement is a legal, valid and binding
obligation of such surviving entity enforceable against such surviving entity in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws now or hereafter in effect affecting the
enforcement of creditors' rights in general and, if applicable, the rights of
creditors of state banking corporations or associations or national banking
associations, and except as such enforceability may be limited by general
principles of equity (whether considered in a suit at law or in equity), and an
Officer's Certificate stating that all conditions precedent herein provided for
relating to such transaction have been complied with;

          (b)       if the surviving entity is a Non-Code Entity, the Depositor
shall have delivered written notice of such consolidation, merger conveyance or
transfer to each Rating Agency or, if the surviving entity is not a Non-Code
Entity, the Depositor shall have received written notice from each Rating Agency
that such assignment and succession will not have a Ratings Effect and shall
have delivered copies of each such notice to the Depositor and the Trustee; and

          (c)       the corporation formed by such consolidation or into which
the Servicer is merged or the Person which acquires by conveyance or transfer
the properties and assets of the Servicer substantially as an entirety shall be
an Eligible Servicer.

          Section 8.03. LIMITATION ON LIABILITY OF THE SERVICER AND OTHERS.
Except as provided in Section 8.04, neither the Servicer nor any of the
directors, officers, employees or agents of the Servicer in its capacity as
Servicer shall be under any liability to the Trust, the Trustee, the
Certificateholders, any Series Enhancer or any other person for any action taken
or for refraining from the taking of any action in good faith in its capacity as
Servicer pursuant to this Agreement; PROVIDED, HOWEVER, that this provision
shall not protect the Servicer or any such Person against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Servicer and any director, officer,
employee or agent of the Servicer may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person (other than the
Servicer) respecting any matters arising hereunder. The Servicer shall not be
under any obligation to appear in, prosecute or defend any legal action which is
not incidental to its duties as Servicer in accordance with this Agreement and
which in its reasonable judgment may require it to incur any expense or
liability. The Servicer may, in its sole discretion, undertake any such legal
action which it may deem necessary or desirable for the benefit of the
Certificateholders with respect to this Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder.

          Section 8.04. SERVICER INDEMNIFICATION OF THE TRUST AND THE TRUSTEE.
The Servicer shall indemnify and hold harmless the Trustee and its directors,
officers, employees, and agents against any loss, liability or expense incurred
by it in connection with the administration of the Trust and the performance of
its duties under this Agreement and any Supplement, including those arising from
acts of omissions of the Servicer pursuant to this Agreement, and including but
not limited to any judgment, award, settlement reasonable attorney's fees and
other costs or expenses incurred in connection with the defense of any actual or
threatened action, proceeding or claim; PROVIDED, HOWEVER, that the Servicer
shall not indemnify the Trustee or its directors, officers, employees or agents
if such acts, omission or alleged acts or omissions constitute fraud, negligence
or willful misconduct by the Trustee. Indemnification pursuant to this Section
shall not be payable from the Trust Assets.

          Section 8.05. THE SERVICER NOT TO RESIGN. The Servicer shall not
resign from the obligations and duties hereby imposed on it except (a) upon
determination that (i) the performance of its duties hereunder is no longer
permissible under Requirements of the Law (other than the charter and by-laws of
the Servicer) and (ii) there is no reasonable action which the Servicer could
take to make the performance of its duties hereunder permissible under such
Requirements of Law (other than the charter and bylaws of the Servicer)or (b)
upon the assumption, by an agreement supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, of the obligations and
duties of the Servicer hereunder by any of its Affiliates or by any other entity
the appointment of which shall have satisfied the Rating Agency Condition and,
in either case, qualifies as an Eligible Servicer. Any determination permitting
the resignation of the Servicer shall be evidenced by an Officer's Certificate
and an Opinion of Counsel to such effect delivered to the Trustee. No
resignation shall become effective until the Trustee or a Successor Servicer
shall have assumed the responsibilities and obligations of the Servicer in
accordance with Section 10.02. If within 120 days of the date of the
determination that the Servicer may no longer act as Servicer and the Trustee is
unable to appoint a Successor Servicer, the Trustee shall serve as Successor
Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally
unable so to act, petition a court of competent jurisdiction to appoint any
established institution having a net worth of not less than $50,000,000 and
whose regular business includes the servicing of credit card accounts and who
has the ability to service the Receivables as the Successor Servicer hereunder.
The Trustee shall give prompt written notice of such appointment to each Rating
Agency and each Series Enhancer entitled hereto under the terms of the
applicable supplement upon the appointment of a Successor Servicer.

          Section 8.06. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING THE RECEIVABLES. The Servicer shall provide to the Trustee access to
the documentation regarding the Accounts and the Receivables in such cases where
the Trustee is required in connection with the enforcement of the rights of
Certificateholders or by Requirements of Law to review such documentation, such
access being afforded without charge but only (a) upon reasonable request, (b)
during normal business hours, (c) subject to the Servicer's normal security and
confidentiality procedures and (d) at the Servicer's principal office or at the
Servicer's office in the continental United States where the documentation
regarding the Accounts and the Receivables normally is kept. Nothing in this
Section shall derogate from the obligation of the Depositor, the Trustee and the
Servicer to observe any Requirements of Law prohibiting disclosure of
information regarding the Obligors and the failure of the Servicer to provide
access as provided in this Section as a result of such Requirements of Law shall
not constitute a breach of this Section.

          Section 8.07. DELEGATION OF DUTIES. In the ordinary course of
business, the Servicer may at any time delegate any duties hereunder to any
Person who agrees to conduct such duties in accordance with the Lending
Guidelines; PROVIDED, HOWEVER, that in the case of significant delegation to a
Person other than any Affiliate of the Depositor, (i) at least 30 days prior
written notice shall be given to the Trustee, each Rating Agency and each Series
Enhancer entitled thereto pursuant to the relevant Supplement, of such
delegation and (ii) at or prior to the end of such 30-day period the Servicer
shall not have received a notice in writing from a Rating Agency that such
delegation will have a Ratings Effect. Any such delegation shall not relieve the
Servicer of its liability and responsibility with respect to such duties, and
shall not constitute a resignation within the meaning of Section 8.05 hereof.

          Section 8.08. EXAMINATION OF RECORDS. The Depositor and the Servicer
shall clearly and unambiguously indicate in their computer files or other
records that the Receivables arising in the Accounts have been conveyed to the
Trustee, on behalf of the Trust, pursuant to this Agreement for the benefit of
the Certificateholders. The Depositor and the Servicer shall, prior to the sale
or transfer to a third party of any receivable held in its custody, examine its
computer and other records to determine that such receivable is not a
Receivable.


                                   ARTICLE IX

                                 PAY OUT EVENTS

          Section 9.01. PAY OUT EVENTS. If any one of the following events shall
occur with respect to any Series:

          (a)       the Depositor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
the Depositor or of or relating to all or substantially all of its property, or
a decree order of a court or agency or supervisory authority having jurisdiction
in the premises for the appointment of a conservator or receiver or liquidator
in any insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Depositor; or the Depositor shall admit in
writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization
statute, make any assignment for the benefit of its creditors or voluntarily
suspend payment of its obligations (any such event, an "Insolvency Event");

          (b)       the Trust shall become an "investment company" within the
meaning of the Investment Company Act; or

          (c)       any event specified in the relevant Supplement as a Pay Out
Event with respect to such Series; then, in the case of any such event, a Pay
Out Event shall occur with respect to such Series without any notice or other
action on the part of the Trustee or the Investor Certificateholders,
immediately upon the occurrence of such event.

          Section 9.02. ADDITIONAL RIGHTS UPON THE OCCURRENCE OF CERTAIN EVENTS.
(a) If an Insolvency Event occurs with respect to the Depositor or the Depositor
violates Section 2.07(c) for any reason, the Depositor shall on the day any such
Insolvency Event or violation occurs (the "Appointment Date"), immediately cease
to transfer Principal Receivables to the Trust and shall promptly give notice to
the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust
of additional Principal Receivables, Principal Receivables transferred to the
Trust prior to the occurrence of such Insolvency Event and Collection in respect
of such Principal Receivables and Finance Charge Receivables whenever created,
accrued in respect of such Principal Receivables, shall continue to be a part of
the Trust. Within 15 days after receipt of such notice by the Trustee of the
occurrence of such Insolvency Event or violation of Section 2.07(c), the Trustee
shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event
or violation has occurred and that the Trustee intends to sell, dispose of or
otherwise liquidate the Receivables on commercially reasonable terms and in a
commercially reasonable manner and (ii) give notice to Investor
Certificateholders and each Series Enhancer entitled thereto pursuant to the
relevant Supplement describing the provisions of this Section and requesting
instructions from such Holders. Unless the Trustee shall have received
instructions within 90 days from the date notice pursuant to clause (i) above is
first published from (x) Holders of Investor Certificates evidencing more than
50% of the aggregate unpaid principal amount of each Series or, with respect to
any Series with two or more Classes, of each Class, to the effect that such
Investor Certificateholders disapprove of the liquidation of the Receivables and
wish to continue having Principal Receivables Transferred to the Trust as before
such Insolvency Event or violation, (y) to the extent provided in the relevant
Supplement, the Series Enhancer with respect to such Series, to such effect, and
(z) each holder (other than the Depositor with respect to which the Insolvency
Event occurred) of the Depositor's Certificate to such effect, the Trustee shall
promptly sell, dispose of or otherwise liquidate the Receivables in a
commercially reasonable manner and on commercially reasonable terms, which shall
include the solicitation of competitive bids. The Trustee may obtain and
conclusively rely upon a prior determination from any such conservator, receiver
or liquidator that the terms and manner of any proposed sale, disposition or
liquidation are commercially reasonable. The provisions of Section 9.01 and 9.02
shall not be deemed to be mutually exclusive. References to the Depositor in
this Section 9.02 include any Additional Depositor.

          (b)     The proceeds from the sale, disposition or liquidation of the
Receivables pursuant to paragraph (a) ("Insolvency Proceeds") shall be
immediately deposited in the Collection Account. The Trustee shall determine
conclusively the amount of the Insolvency Proceeds which are deemed to be
Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds
shall be allocated and distributed to Investor Certificateholders in accordance
with Article IV and the terms of each Supplement and the Trust shall terminate
immediately thereafter.


                                    ARTICLE X

                                SERVICER DEFAULTS

          Section 10.01. SERVICER DEFAULTS. If any one of the following events
(a "Servicer Default") shall occur and be continuing:

          (a)      any failure by the Servicer to make any payment, transfer or
deposit or to give instructions or notice to the Trustee pursuant to the terms
of this Agreement or any Supplement on or before the date, occurring ten
Business Days after the date such payment, transfer or deposit or such
instruction or notice is required to be made or given, as the case may be, under
the terms of this Agreement or any Supplement;

          (b)       failure on the part of the Servicer duly to observe or
perform in any material respect any other covenants or agreements of the
Servicer set forth in this Agreement or any Supplement which has a material
adverse effect on the interests hereunder of the Investor Certificateholders of
any Series or Class (which determination shall be made without regard to whether
funds are then available pursuant to any Series Enhancement) and which continues
unremedied for a period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Servicer by the Trustee, or to the Servicer and the Trustee by Holders of
Investor Certificates evidencing not less than 33% of the aggregate unpaid
principal amount of all Investor Certificates (or, with respect to any such
failure that does not relate to all Series, 33% of the aggregate unpaid
principal amount of all Series to which such failure relates); or the Servicer
shall delegate its duties under this Agreement except as permitted by Section
8.02 and 8.07, a Responsible officer, of the Trustee as actual knowledge of such
delegation and such delegation continues unremedied for 15 days after the date
on which written notice thereof, requiring the same to be remedied, shall have
been given to the Servicer by the Trustee, or to the Servicer and the Trustee by
Holders of Investor Certificates evidencing not less than 10% of the aggregate
unpaid principal amount of all Investor Certificates;

          (c)       any representation, warranty or certification made by the
Servicer in this Agreement or any Supplement or in any certificate delivered
pursuant to this Agreement or any Supplement shall prove to have been incorrect
in any material respect when made, which has a material adverse effect on the
rights of the Investor Certificateholders of any Series or Class (which
determination shall be made without regard to whether funds are then available
pursuant to any Series Enhancement) and which continues to be incorrect in any
material respect for a period of 60 days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given to the
Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of
Investor Certificates, evidencing not less than 33% of the aggregate unpaid
principal amount of all Investor Certificates (with respect to any such
representation, warranty or certification that does not relate to all Series,
33% of the aggregate unpaid principal amount of all Series to which such
representation, warranty or certification relates); or

          (d)       the Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
the Servicer or of or relating to all or substantially all of its property, or a
decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding up or liquidation of its
affairs, shall have been entered against the Servicer, and such decree or order
shall have remained in force undischarged or unstayed for a period of 90 days;
or the Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make any assignment for the benefit of its
creditors or voluntarily suspend payment of its obligations; then, in the event
of any Servicer Default, so long as the Servicer Default shall not have been
remedied, either the Trustee, or the Holders of Investor Certificates evidencing
more than 50% of the aggregate unpaid principal amount of all outstanding
Series, by written notice then given to the Servicer (and to the Trustee and any
Series Enhancer entitled thereto pursuant to the relevant Supplement if given by
the Investor Certificateholders) (a "Termination Notice"), may terminate all but
not less than all the rights and obligations of the Servicer as Servicer under
this Agreement and in and to the Receivables and the proceeds thereof; PROVIDED,
HOWEVER, that if within 60 days of receipt of a Termination Notice the Trustee
does not receive any bids from Eligible Servicers in accordance with Section
10.02(c) to act as a Successor Servicer and receives an Officer's Certificate of
the Servicer or the Depositor, to the effect that the Servicer cannot in good
faith cure the Servicer Default which gave rise to the Termination Notice, the
Trustee shall grant a right of first refusal to the Depositor which would permit
the Depositor to purchase the Certificateholders Interest on the Distribution
Date in the next calendar month. The Trustee shall first solicit bids from
unaffiliated third parties and, if at least two bids are obtained, the Trustee
will offer the right of first refusal to the Depositor at a purchase price equal
to the higher of such bids so long as such purchase price is at least equal to
the sum of the amounts specified therefor with respect to each outstanding
Series in the related Supplement. If the Depositor does not exercise its right
of first refusal, the Trustee may sell the Certificateholders' Interest to the
highest bidder, so long as the purchase price is at least equal to the amount
described in the preceding sentence. The Depositor shall notify the Trustee
prior to the Record Date for the Distribution Date of the purchase if it is
exercising such right. If it exercises such right, the Depositor shall deposit
the purchase price into the Collection Account not later than 12:00 noon New
York City time, on the Transfer Date immediately preceding such Distribution
Date in immediately available funds. The purchase price shall be allocated and
distributed to Investor Certificateholders in accordance with Article IV and the
terms of each Supplement.

          After receipt by the Servicer of such Termination Notice, and on the
date that a Successor Servicer shall have been appointed by the Trustee pursuant
to Section 10.02, all authority and power of the Servicer under this Agreement
shall pass to and be vested in a Successor Servicer (a "Service Transfer") and,
without limitation, the Trustee is hereby authorized and empowered (upon the
failure of the Servicer to cooperate) to execute and deliver, on behalf of the
Servicer, as attorney-in-fact or otherwise, all documents and other instruments
upon the failure of the Servicer to execute or deliver such documents or
instruments, and to do and accomplish all other acts or things necessary or
appropriate to effect the purposes of such transfer of servicing rights. The
Servicer agrees to cooperate with the Trustee and such Successor Servicer in
effecting the termination of the responsibilities and rights of the Servicer to
conduct servicing hereunder including the transfer to such Successor Servicer of
all authority of the Servicer to service the Receivables provided for under this
Agreement, including all authority over all Collections which shall on the date
of transfer be held by the Servicer for deposit, or which have been deposited by
the Servicer, in the Collection Account, or which shall thereafter be received
with respect to the Receivables, and in assisting the Successor Servicer and in
enforcing all rights to Insurance Proceeds. The Servicer shall promptly transfer
its electronic records relating to the Receivables to the Successor Servicer in
such electronic form as the Successor Servicer may reasonably request and shall
promptly transfer to the Successor Servicer all other records, correspondence
and documents necessary for the continued servicing of the Receivables in the
manner and as such times as the Successor Servicer shall reasonably request. To
the extent that compliance with this Section 10.01 shall require the Servicer to
disclose to the Successor Servicer Information of any kind which the Servicer
reasonably deems to be confidential, the Successor Servicer shall be required to
enter into such customary licensing and confidentiality agreements as the
Servicer shall been necessary to protect its interests.

          Notwithstanding the foregoing, any delay in or failure of performance
under Section 10.01(a) for a period of five Business Days or under Section
10.01(b) or (c) or a period of 90 days (in addition to any period provided in
Section 10.01(a), (b) or (c)) shall not constitute a Servicer Default until the
expiration of such additional five Business Days or 90 days, respectively, if
such delay or failure could not be prevented by the exercise of reasonable
diligence by the Servicer and such delay or failure was caused by an act of God
or the public enemy, acts of declared or undeclared war, public disorder,
rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes,
earthquakes, floods or similar causes. The preceding sentence shall not relieve
the Servicer from using its best efforts to perform its respective obligations
in a timely manner in accordance with the terms of this Agreement and any
Supplement and the Servicer shall provide the Trustee, each Rating Agency, any
Series Enhancer entitled thereto pursuant to the relevant Supplement, each
Holder of the Depositor's Certificate and the Investor Certificateholders with
an Officer's Certificate giving prompt notice of such failure or delay by it,
together with a description of its efforts, to so perform its obligations.

          Section 10.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) On and
after the receipt by the Servicer of a Termination Notice pursuant to Section
10.01, the Servicer shall continue to perform all servicing functions under this
Agreement until the date specified in the Termination Notice or otherwise
specified by the Trustee or until a date mutually agreed upon by the Servicer
and Trustee. The Trustee shall as promptly as possible after the giving of a
Termination Notice appoint an Eligible Servicer ad a successor service (the
"Successor Servicer"), and such Successor Servicer shall accept its appointment
by a written assumption in a form acceptable to the Trustee. In the event that a
Successor Servicer has not been appointed or has not accepted its appointment at
the time when the Servicer ceases to act as Servicer, the Trustee without
further action shall automatically be appointed the Successor Servicer. The
Trustee may delegate any of its servicing obligations to an Affiliate of the
Trustee or agent in accordance with Sections 3.01(b) and 8.07. Notwithstanding
the foregoing, the Trustee shall, if it is legally unable so to act, petition a
court of competent jurisdiction to appoint any established institution having a
net worth of not less than $50,000,000 and whose regular business includes the
servicing of credit card receivables and who has the ability to service the
Receivables as the Successor Servicer hereunder. The Trustee shall give prompt
notice of such appointment to each Rating Agency and each Series Enhancer
entitled thereto pursuant to the applicable Supplement upon the appointment of a
Successor Servicer.

          (b)       Upon its appointment, the Successor Servicer shall be the
successor in all respects to the Servicer with respect to servicing functions
under this Agreement and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Servicer by the terms and
provisions hereof, and all references in this Agreement to the Servicer shall be
deemed to refer to the Successor Servicer.

          (c)       In connection with any Termination Notice, the Trustee will
solicit bids from Eligible Servicers and shall be permitted to appoint any
Eligible Servicer submitting such a bid as a Successor Servicer for servicing
compensation not in excess of the aggregate Servicing Fees for all Series;
PROVIDED, HOWEVER, that the Depositor shall be responsible for payment of that
Depositor's portion of such aggregate Servicing Fees and that no such monthly
compensation paid out of Collections shall be in excess of such aggregate
Servicing Fees. Each holder of the Depositor's Certificate agrees that, if
[Servicer Name] (or any Successor Servicer) is terminated as Servicer hereunder,
the portion of the Collections in respect of Finance Charge Receivables that the
Depositor is entitled to receive pursuant to this Agreement or any Supplement
shall be reduced by an amount sufficient to pay the Depositor's share
(determined by reference to the Supplements with respect to any outstanding
Series) of the compensation of the Successor Servicer.

          (d)       All authority and power granted to the Successor Servicer
under this Agreement shall automatically cease and terminate upon termination of
the Trust pursuant to Section 12.01 and shall pass to and be vested in the
Depositor and, without limitation, the Depositor is hereby authorized and
empowered to execute and deliver, on behalf of the Successor Servicer, as
attorney-in-fact or otherwise, all documents and other instruments, and to do
and accomplish all other acts or things necessary or appropriate to effect the
purposes of such transfer of servicing rights. The Successor Servicer agrees to
cooperate with the Depositor in effecting the termination of the
responsibilities and rights of the Successor Servicer to conduct servicing on
the Receivables. The Successor Servicer shall transfer its electronic records
relating to the Receivables to the Depositor in such electronic form as the
Depositor may reasonably request and shall transfer all other records,
correspondence and documents to the Depositor in the manner and at such times as
the Depositor shall reasonably request. To the extent that compliance with this
Section 10.02 shall require the Successor Servicer to disclose to the Depositor
information of any kind which the Successor Servicer reasonably deems to be
confidential, the Depositor shall be required to enter into such customary
licensing and confidentiality agreements as the Successor Servicer shall deem
reasonably necessary to protect its interests.

          Section 10.03. NOTIFICATION TO CERTIFICATEHOLDERS. Within two Business
Days after the Servicer becomes aware of any Servicer Default, the Servicer
shall give notice thereof to the Trustee, each Rating Agency and any Series
Enhancer entitled thereto pursuant to the relevant Supplement and the Trustee
shall give notice to the Investor Certificateholders. Upon any termination or
appointment of a Successor Servicer pursuant to this Article, the Trustee shall
give prompt notice thereof to the investor Certificateholders.


                                   ARTICLE XI

                                   THE TRUSTEE

          Section 11.01. DUTIES OF TRUSTEE. (a) The Trustee, prior to the
occurrence of a Servicer Default and after the curing of all Servicer Defaults
which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement. If a Servicer Default has
occurred (which has not been cured or waived) the Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree of
care and skill in its exercise, as a prudent man would exercise or use under the
circumstances in the conduct of such man's own affairs.

          (b)       The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall give prompt
written notice to the Certificateholders of any material lack of conformity of
any such instrument to the applicable requirements of this Agreement discovered
by the Trustee which would entitle a specified percentage of the
Certificateholders to take any action pursuant to this Agreement.

          (c)       Subject to Section 11.01(a), no provision or this Agreement
shall be construed to relieve the Trustee from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct;
PROVIDED, HOWEVER, that:

               (i) the Trustee shall not be personally liable for an error of
          judgment made in good faith by a Responsible Officer or Responsible
          Officers of the Trustee, unless it shall be proved that the Trustee
          was negligent in ascertaining the pertinent facts;

               (ii) the Trustee shall not be personally liable with respect to
          any action taken, suffered or omitted to be taken by it in good faith
          in accordance with the written direction of the Holders of Investor
          Certificates evidencing more than 50% of the aggregate unpaid
          principal amount of all Investor Certificates (or, with respect to any
          such action that does not relate to all Series, more than 50% of the
          aggregate unpaid principal amount of the Investor Certificates of all
          Series to which such action relates) relating to the time, method and
          place of conducting any proceeding for any remedy available to the
          Trustee, or exercising any trust or power conferred upon the Trustee,
          under this Agreement; and

               (iii) the Trustee shall not be charged with knowledge of any
          failure by the Servicer referred to in clauses (a) and (b) of Section
          10.01 unless a Responsible Officer of the Trustee obtains actual
          knowledge of such failure or the Trustee receives written notice of
          such failure from the Servicer, any Holders of Investor Certificates
          evidencing not less than 33% of the aggregate unpaid principal amount
          of all Investor Certificates (or, with respect to any such failure
          that does not relate to all Series, not less than 33% of the aggregate
          unpaid principal amount of all Investor Certificates of all Series to
          which such failure relates, or the Series Enhancers for all Series to
          which such failure relates).

          (d)       The Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers hereunder or
thereunder, if there is reasonable ground for believing that the repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it, and none of the provisions contained in this Agreement
shall in any event require the Trustee to perform, or be responsible for the
manner of performance of, any of the obligations of the Servicer under this
Agreement except during such time, if any, as the Trustee shall be the successor
to, and be vested with the rights, duties, powers and privileges of, the
Servicer in accordance with the terms of this Agreement.

          (e)       Except for actions expressly authorized by this Agreement,
the Trustee shall take no action reasonably likely to (i) impair the interests
of the Trust in any Receivable now existing or hereafter created or (ii) impair
the value of any Receivable now existing or hereafter created.

          (f)       The Trustee shall have no power to vary the corpus of the
Trust, except as expressly provided in this Agreement.

          (g)       Subject to Section 11.01(d), in the event that the Paying
Agent or the Transfer Agent and Registrar shall fail to perform any obligation,
duty or agreement in the manner or on the day required to be performed by the
Paying Agent or the Transfer Agent and Registrar, as the case may be, under this
Agreement, the Trustee shall be obligated as soon as possible upon knowledge of
a Responsible officer, thereof and receipt of appropriate records, if any, to
perform such obligation, duty or agreement in the manner so required.

          (h)       If the Depositor has agreed to transfer any of its
receivables (other than the Receivables) to another Person, upon the written
request of the Depositor, the Trustee will enter into such intercreditor
agreement with the transferee of such receivables as are customary and necessary
to separately identify the rights of the Trust and such other Person in the
Depositor's receivables; PROVIDED THAT the Trustee shall not be required to
enter into any intercreditor agreement which could adversely affect the
interests of the Certificateholders and, upon the request of the Trustee, the
Depositor will deliver an Opinion of Counsel on any matters relating to such
intercreditor agreement, reasonably requested by the Trustee.

          Section 11.02. CERTAIN MATTERS AFFECTING THE TRUSTEE. Except as
otherwise provided in Section 11.01:

          (a)       the Trustee may conclusively rely on and shall be protected
in acting on, or in refraining from acting in accord with, any resolution,
Officer's Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine and to
have been signed or presented to it pursuant to this Agreement by the proper
party or parties;

          (b)      the Trustee may consult with counsel, and any advice of such
counsel, or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such advice or opinion of Counsel;

          (c)       the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement or any Enhancement
Agreement, or to institute, conduct or defend any litigation hereunder or
thereunder or in relation to this Agreement or any Enhancement Agreement, at the
request, order or direction of any of the Certifiateholders, pursuant to the
provisions of this Agreement or any Enhancement Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee
of the obligations, upon the occurrence of any Servicer Default (which has not
been cured) to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in its exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs;

          (d)       the Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement;

          (e)     the Trustee shall not be bound to make any investigation into
the facts of matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by Holders of
Investor Certificates evidencing more than 33% of the aggregate unpaid principal
amount of all Investor Certificates (or, with respect to any such matters that
do not relate to all Series, 33% of the aggregate unpaid principal amount of the
Investor Certificates of all series to which such matters relate);

          (f)     the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder or any Supplement either directly or by or
through agents or attorneys or a custodian, and the Trustee shall not be
responsible for the supervision of, or any misconduct or negligence on the part
of any such agent, attorney or custodian appointed with due care by it
hereunder;

          (g)      except as may be required by subsection 11.01(a) hereof, the
Trustee shall not be required to make any initial or periodic examination of any
documents or records related to the Receivables or the Accounts for the purpose
of establishing the presence or absence of defects, the compliance by the
Depositor with its representations and warranties or for any other purpose; and

          (h)      in the event that the Trustee is also acting as Paying Agent
or Transfer Agent and Registrar hereunder, the rights and protections afforded
to the Trustee pursuant to this Article XI shall also be afforded to the Trustee
when acting as Paying Agent or Transfer Agent and Registrar.

          Section 11.03. TRUSTEE NOT LIABLE FOR RECITALS IN CERTIFICATES. The
Trustee assumes no responsibility for the correctness of the recitals contained
herein and in the Certificates (other than the certificate of authentication on
the Certificates). Except as set forth in Section 11.15, the Trustee makes no
representations as to the validity or sufficiency of this Agreement or any
Supplement or of the Certificates (other than the certificate of authentication
on the Certificates) or of any Receivable or related document. The Trustee shall
not be accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor or the holders of the Depositor's
Certificate in respect of the Receivables or deposited in or withdrawn from the
Collection Account, any Series Accounts or any other accounts hereafter
established to effectuate the transactions contemplated by this Agreement and in
accordance with the terms of this Agreement.

          Section 11.04. TRUSTEE MAY OWN CERTIFICATES. Subject to Section 6.06,
the Trustee in its individual or any other capacity may become the owner or
pledgee of Investor Certificates with the same rights as it would have if it
were not the Trustee.

          Section 11.05. THE SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES. The
Servicer covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to receive, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) for all services rendered by it in the execution of the trust
hereby created and in the exercise and performance of any of the powers and
duties hereunder of the Trustee, and the Servicer will pay or reimburse the
Trustee (without reimbursement from the Collection Account or otherwise) upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Agreement
or any Enhancement Agreement (including the reasonable fees and expenses of its
agents, any co-trustee and counsel) except any such expense, disbursement or
advance as may arise from its own negligence or bad faith and except as provided
in the following sentence. If the Trustee is appointed Successor Servicer
pursuant to Section 10.02, the provisions of this Section 11.05 shall not apply
to expenses, disbursements and advances made or incurred by the Trustee in its
capacity as Successor Servicer.

          The obligations of the Servicer under Section 8.04 and this Section
11.05 shall survive the termination of the Trust and the resignation or removal
of the Trustee.

          Section 11.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee
hereunder shall at all times be a bank or a corporation organized and doing
business under the laws of the United States of America or any state thereof
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal or state authority and maintain any credit or deposit
rating required by any Rating Agency (as of the date hereof Baa3 for Moody 's).
If such bank or corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section 11.06, the combined capital and
surplus of such bank or corporation shall be deemed to be its confined capital
and surplus as set forth in interest recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 11.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 11.07.

          Section 11.07. RESIGNATION OR REMOVAL OF TRUSTEE. (a) The Trustee may
at any the resign and be discharged from the trust hereby created by giving
written notice thereof to the Depositor and the Servicer. Upon receiving such
notice of resignation, the Depositor shall promptly appoint a successor trustee
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and have accepted within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.

          (b)       If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 11.06 and shall fail to resign after
written request therefor by the Servicer or the Depositor, or if at any time the
Trustee shall be legally unable to act, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, the Servicer shall remove the Trustee and promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
installment shall be delivered to the Trustee so removed and one copy to the
successor trustee, PROVIDED HOWEVER, that the Trustee shall not be liable for
any damages solely attributable to the acts or omissions of any Successor
Trustee.

          (c)      Any resignation or removal of the Trustee and appointment of
a successor trustee pursuant to any of the provisions of this Section 11.07
shall not become effective until acceptance of appointment by the successor
trustee as provided in Section 11.08 and any liability of the Trustee arising
hereunder shall survive such appointment of a successor trustee.

          Section 11.08. SUCCESSOR TRUSTEE. (a) Any successor trustee appointed
as provided in Section 11.07 shall execute, acknowledge and deliver to the
Depositor, to the Servicer and to its predecessor Trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as Trustee herein. The predecessor
Trustee shall deliver to the successor trustee all documents and statements held
by it hereunder, and the Depositor and the predecessor Trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations.

          (b)      No successor trustee shall accept appointment as provided in
this Section 11.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 11.06.

          (c)       Upon acceptance of appointment by a successor trustee as
provided in this Section, such successor trustee shall provide notice of such
succession hereunder to all Investor Certificateholders and the Servicer shall
provide such notice each Rating Agency and any Series Enhancer entitled thereto
pursuant to the relevant Supplement.

          Section 11.09. MERGER OR CONSOLIDATION OF TRUSTEE. Any Person into
which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be eligible under the
provisions of Section 11.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

          Section 11.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE. (a)
Notwithstanding any other provisions of this Agreement, at any time any legal
requirements of any jurisdiction in which any part of the Trust may at the time
be located, the Trustee shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or co-
trustees, or separate trustee or separate trustees, of all or any part of the
Trustee and to vest in such Person or Persons in such capacity and for the
benefit of the certificateholders, such title to the Trust, or any part he other
provisions of this thereof, and, subject to Section 11.10, such powers, duties,
obligations, rights and trusts as the Trustee may consider necessary or
desirable; PROVIDED, HOWEVER, that the Trustee shall exercise due care in the
appointment of any co-trustee. No co-trustee or separate trustee hereunder shall
be required to meet the terms of eligibility as a successor trustee under
Section 11.06 and no notice to Certificateholders of the appointment of any
co-trustee or separate trustee shall be required under Section 11.08.

          (b)       Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

               (i) all rights, powers, duties and obligations conferred or
          imposed upon the Trustee shall be conferred or imposed upon and be
          exercised or performed by the Trustee and such separate trustee or
          co-trustee jointly (it being understood that such separate trustee or
          co-trustee is not authorized to act separately without the Trustee
          joining in such act) except to the extent that under any laws of any
          jurisdiction in which any particular act or acts are to be performed
          (whether as Trustee hereunder or as successor to the Servicer
          hereunder) the Trustee shall be incompetent or unqualified to perform
          such act or acts, in which event such rights, powers, duties and
          obligations (including the holding of title to the Trustee or any
          portion thereof in any such jurisdiction) shall be exercised and
          performed singly by such separate trustee or co-trustee, but solely
          the direction of the Trustee;

               (ii) no trustee hereunder shall be personally liable by reason of
          any act or omission of any other trustee hereunder; and

               (iii) the Trustee may at any time accept the resignation of or
          remove any separate trustee or co-trustee.

          (c)       Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article XI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee and a
copy thereof given to the Depositor and the Servicer.

          (d)     Any separate trustee or co-trustee may at any time constitute
the Trustee its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect to this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

          Section 11.11. TAX RETURNS. In the event the Trust shall be required
to file tax returns, the servicer shall prepare or shall cause to be prepared
any tax returns required to be filed by the Trust and shall remit such returns
to the Trustee for signature at least five days before such returns are due to
be filed; the Trustee shall promptly sign such returns and deliver such returns
after signature to the Servicer and such returns shall be filed by the Servicer.
The Servicer in accordance with the terms of each Supplement shall also prepare
or shall cause to be prepared such tax information as is required by United
States law to be distributed to Investor Certificateholders. The Trustee, upon
request, will furnish the Servicer with all such information known to the
Trustee as may be reasonably required in connection with the preparation of all
tax returns of the Trust. In no event shall the Trustee or the Servicer (except
as provided in Section 8.04) be liable for any liabilities, costs or expenses of
the Trust or the Investor Certificateholders arising under any tax law,
including Federal, state, local or foreign income or excise taxes or any other
tax imposed on or measured by income (or any interest or penalty with respect
thereto or arising from a failure to comply therewith).

          Section 11.12. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
CERTIFICATES. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Certificateholders in respect of which such judgment has
been obtained.

          Section 11.13. SUITS FOR ENFORCEMENT. (a) If a Servicer Default shall
occur and be continuing, the Trustee, in its discretion may, subject to the
provisions of Sections 10.01 and 11.14, proceed to protect and enforce its
rights and, the rights of the Certificateholders under this Agreement by a suit,
action or proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant agreement contained in this Agreement or in aid of
the execution of any power granted in this Agreement or for the enforcement of
any other legal, equitable or other remedy as the Trustee, being advised by
counsel, shall deem most effectual to protect and enforce any of the rights of
the Trustee or the Certificateholders.

          (b)       If the FDIC, the RTC or any equivalent government agency or
instrumentality or any designee of any of them shall have been appointed as
receiver, conservator, assignee, trustee in bankruptcy or reorganization,
liquidator, sequestrator or custodian with respect to the Depositor (the
"receiver"), the Trustee shall, irrespective of whether the principal of any
Series or Class of Investor Certificates shall then be due and payable:

               (i) unless prohibited by applicable law or regulation or unless
          under FIRREA the receiver is required to participate in the process as
          a defendant or otherwise, promptly take or cause to be taken any and
          all necessary or advisable commercially reasonable action as a secured
          creditor on behalf of the Certificateholders to recover, repossess,
          collect or liquidate the Receivables or any other Trust Assets on a
          "self- help basis or otherwise and exercise any rights or remedies of
          a secured party under the applicable UCC and take any other
          appropriate action to protect and enforce the rights and remedies of
          the Trustee and the Certificateholders;

               (ii) promptly, and in any case within any applicable claims bar
          period specified under FIRREA or otherwise, file and prove a claim or
          claims under FIRRFA or otherwise, by filing proofs of claim,
          protective proofs of claim or otherwise, for the whole amount of
          unpaid principal and interest in respect of the Investor Certificates
          and to file such other papers or documents as may be necessary or
          advisable in order to have the claims of the Trustee and the
          Certificateholders allowed in any judicial, administrative, corporate
          or other proceedings relating to the Depositor, its creditors or its
          property, including any actions relating to the preservation of
          deficiency claims or for the protection against loss of any claim in
          the event the Trustee's or the Certificateholders status as secured
          creditors are successfully challenged; and

               (iii) Collect and receive any moneys or other property payable or
          deliverable on any such claims and distribute all amounts with respect
          to the claims of the Certificateholders to the Certificateholders as
          their interests may appear.

          (c)       Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Certificateholder any plan of reorganization, arrangement, adjustment or
composition affecting the Investor Certificates or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Certificateholder in any such proceeding; PROVIDED, HOWEVER, that the Trustee
may, on behalf of the Investor Certificateholders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditor's or
other similar committee.

          Section 11.14. RIGHTS OF CERTIFICATEHOLDERS TO DIRECT TRUSTEE. Holders
of Investor Certificates evidencing more than 50% of the aggregate unpaid
principal amount of all investor Certificates (or, with respect to any remedy,
trust or power that does not relate to all Series, 50% of the aggregate unpaid
principal amount of the Investor Certificates of all Series to which such
remedy, trust or power relates) shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee relating to such
proceeding; PROVIDED, however, that, subject to Section 11.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee being
advised by counsel determines that the action so directed may not lawfully be
taken, or if the Trustee in good faith shall, by a Responsible Officer or
Responsible Officers of the Trustee, determine that the proceedings so directed
would be illegal or involve it in personal liability or be unduly prejudicial to
the rights of Certificateholders not parties to such direction; and PROVIDED,
FURTHER, that nothing in this Agreement shall impair the right of the Trustee to
take any action deemed proper by the Trustee and which is not inconsistent with
such direction.

          Section 11.15. REPRESENTATIONS AND WARRANTIES OF TRUSTEE. The Trustee
represents and warrants as of each Closing Date that:

          (a)      the Trustee is a banking corporation organized, existing and
in good standing under the laws of the State of New York;

          (b)       the Trustee has full power, authority and right to execute,
deliver and perform this Agreement and such Supplement, and has taken all
necessary action to authorize the execution, delivery and performance by it of
this Agreement and each Supplement; and

          (c)     this Agreement and each Supplement has been duly executed and
delivered by the Trustee.

          Section 11.16. MAINTENANCE OF OFFICE OR AGENCY. The Trustee will
maintain at its expense an office or agency (the "Corporate Trust Office") where
notices and demands to or upon the Trustee in respect of the Certificates and
this Agreement may be served (a) in the Borough of Manhattan, The City of New
York, in the case of Registered Certificates and Holders thereof, and (b) in
London or Luxembourg, in the case of Bearer Certificates and Holders thereof, if
and for so long as any Bearer Certificates are outstanding. The Corporate Trust
Office shall initially be located at [ ], Attention: [ ]. The Trustee will give
prompt notice to the Depositor, the Servicer and to Investor certificateholders
of any change in the location of the Certificate Register or any such office or
agency.

          Section 11.17. CONFIDENTIALITY. Information provided by the Depositor
to the Trustee related to the transaction effected hereunder, including all
information related to the Obligors with respect to the Receivables and any
computer software provided to the Trustee in connection with the transaction
effected hereunder or under any Supplement, in each case whether in the form of
documents, reports, lists, tapes, discs or any other form, shall be
"Confidential Information." The Trustee and its agents, representatives or
employees shall at all times maintain the confidentiality of all Confidential
Information and shall not, without the prior written consent of the Depositor,
disclose to third parties (including Certificateholders) or use such
information, in any manner whatsoever, in whole or in part, except as expressly
permitted under this Agreement or under any Supplement or as required to fulfill
an obligation of the Trustee under this Agreement or under any Supplement, in
which case such Confidential Information shall be revealed only to the extent
expressly permitted or only to the Trustee's agents, representatives and
employees who need to know such Confidential Information to the extent required
for the purpose of fulfilling an obligation of the Trustee under this Agreement
or under any Supplement. Notwithstanding the above, Confidential Information may
be disclosed to the extent required by law, legal process or as provided under
this Agreement, provided that the Trustee when possible gives prior written
notice to the Depositor of the nature and scope of such disclosure and affords
the Depositor an opportunity to contest such disclosure through any legal means
available.

                                   ARTICLE XII

                                   TERMINATION

          Section 12.01. TERMINATION OF TRUST. The Trust and the respective
obligations and responsibilities of the Depositor, the Servicer and the Trustee
created hereby (other than the obligation of the Trustee to make payments to
Investor Certificateholders as hereinafter set forth) shall terminate, except
with respect to the duties described in Sections 7.04, 8.04 and 12.02(b), upon
the earlier of (i) [ ], (ii) the day following the Distribution Date on which
the Invested Amount and Enhancement Invested Amount for each Series is zero and
(iii) the time provided in Section 9.02(b).

          Section 12.02. FINAL DISTRIBUTION. (a) The Servicer shall give the
Trustee at least 30 days prior notice of the Distribution Date on which the
Investor Certificateholders of any Series or Class may surrender their Investor
Certificates for payment of the final distribution on and cancellation of such
Investor Certificates (or, in the event of a final distribution resulting from
the application of Section 2.06, 9.02 or 10.01, notice of such Distribution Date
promptly after the Servicer has determined that a final distribution will occur,
if such determination is made less than 30 days prior to such Distribution
Date). Such notice shall be Accompanied by an Officer's Certificate setting
forth the information specified in Section 3.05 covering the period during the
then current calendar year through the date of such notice. Not later than the
fifth day of the month in which the final distribution in respect of such Series
or Class is payable to Investor Certificateholders the Trustee shall provide
notice to Investor Certificateholders of such Series or class specifying (i) the
date upon which final payment of such series or Class will be made upon
presentation and surrender of Investor Certificates of such Series or Class at
the office or offices therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such payment date
is not applicable, payments being made upon presentation and surrender of such
Investor certificates at the office or offices therein specified (which, in the
case of Bearer Certificate, shall be outside the United States). The Trustee
shall give such notice to the Transfer Agent and Registrar and the Paying Agent
at the time such notice is given to Investor Certificateholders.

          (b)       Notwithstanding a final distribution to the Investor
Certificateholders of any Series or Class (or the termination of the Trust),
except as otherwise provided in this paragraph, all funds then on deposit in the
Collection Account and any Series Account allocated to such Investor
Certificateholders shall continue to be held in trust for the benefit of such
Investor Certificateholders and the Payment or the Trustee shall pay such funds
to such Investor Certificateholders upon surrender of their Investor
Certificates (and any excess shall be paid in accordance with the terms of any
relevant Enhancement Agreement). In the event that all such Investor
Certificateholders shall not surrender their Investor Certificates for
cancellation within six months after the date specified in the notice from the
Trustee described in paragraph (a), the Trustee shall give a second notice to
the remaining such Investor Certificateholders to surrender their Investor
Certificates for cancellation and receive the final distribution with respect
thereto (which surrender and payment, in the case of Bearer Certificates, shall
be outside the United States). If within one year after the second notice all
such Investor Certificates shall not have been surrendered for cancellation, the
Trustee may take appropriate steps, or may appoint an agent to take appropriate
steps, to contact the remaining such investor Certificateholders concerning
surrender of their Investor Certificates and the cost thereof shall be paid out
of the funds in the Collection Account or any Series Account held for the
benefit of such Investor Certificateholders. The Trustee and the Paying Agent
shall pay to the Depositor any moneys held by them for the payment of principal
or interest that remains unclaimed for two years. After such payment to the
Depositor, Investor Certificateholders entitled to the money must look to the
Depositor for payment as general creditors unless an applicable abandoned
property law designates another Person.

          (c)       In the event that the Invested Amount (or Enhancement
Invested Amount) with respect to any Series is greater than zero on the related
Series Termination Date or such earlier date as is specified in the related
Supplement (after giving effect to deposits and distributions otherwise to be
made on such date), the Trustee will sell or cause to be sold on such Series
Termination Date, in accordance with the procedures and subject to the
conditions described in such Supplement, Principal Receivables and the related
Finance Charge Receivables (or interests therein) in an amount equal to the
Invested Amount and the Enhancement Invested Amount, if any, with respect to
such Series on such date (after giving effect to such deposits and
distributions; provided, HOWEVER, that in no event shall such amount exceed such
Series' allocable share of Receivables on such Series Termination Date). The
proceeds from any such sale shall be allocated and distributed in accordance
with the terms of the applicable Supplement.

          Section 12.03. DEPOSITOR'S TERMINATION RIGHTS. Upon the termination of
the Trust pursuant to Section 12.01 and the surrender of the Depositor's
Certificate, the Trustee shall sell, assign and convey to the Depositor or its
designee, without recourse, representation or warranty, all right, title and
interest of the Trust in the Receivables, whether then existing or thereafter
created, all moneys due or to become due and all amounts received with respect
thereto and all proceeds thereof, except for amounts held by the Trustee
pursuant to Section 12.02(b). The Trustee shall execute and deliver such
instruments of transfer and assignment, in each case without recourse, as shall
be reasonably requested by the Depositor to vest in the Depositor or its
designee all right, title and interest which the Trust had in the Receivables
and such other related assets.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

          Section 13.01. AMENDMENT; WAIVER OF PAST DEFAULTS. (a) This Agreement
or any Supplement may be amended from time to time (including in connection with
(w) the issuance of a Supplemental Certificate (x) the addition of Participation
Interests to the Trust, (y) the designation of an Additional Depositor, or (z)
the provision of additional Series Enhancement for the benefit of
Certificateholders of any Series) by the Servicer, the Depositor and the Trustee
without the consent of any of the Certificateholders, provided that (i) the
Depositor shall have received written notice from each Rating Agency that such
amendment will not have a Ratings Effect and shall have delivered copies of each
such written notice to the Servicer and the Trustee and (ii) if such amendment
realities to the provision of additional Series Enhancement or any Series, the
Depositor shall have delivered to the Trustee and each provider of Series
Enhancement an Officer's Certificate of the Depositor stating that the Depositor
reasonably believes that such amendment will not, based on the facts known to
such officer at the time of such certification, have a material adverse effect
on the interests of the Certificateholders. Notwithstanding the foregoing, this
Agreement may be amended without the consent of Certificateholders, any Series
Enhancer and without the approval of any Rating Agency, for the purpose of
correcting typographical errors, clarifying ambiguities and other similar
modifications.

          (b)       This Agreement or any Supplement may also be amended from
time to time by the Servicer, the Depositor and the Trustee, with the consent of
the Holders of Investor Certificates evidencing more than 50% of the aggregate
unpaid principal amount of the Investor Certificates of all adversely affected
Series, for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or any Supplement or of
modifying in any manner the rights of the Certificateholders; PROVIDED, HOWEVER,
that no such amendment shall (i) reduce in any manner the amount of or delay the
timing of any distributions to be made to Investor Certificateholders or
deposits of amounts to be so distributed or the amount available under any
Series Enhancement without the consent of each affected Certificateholder, (ii)
change the definition of or the manner of calculating the interest of any
Investor Certificateholder without the consent of each affected Investor
Certificateholder, (iii) reduce the aforesaid percentage required to consent to
any such amendment without 6. the consent of each Investor Certificateholder or
(iv) adversely affect the rating of any Series or Class by any Rating Agency
without the consent of the Holders of Investor Certificates of such Series or
Class evidencing more than 50% of the aggregate unpaid principal amount of the
Investor Certificates of such Series or Class. Any amendment to be effected
pursuant to this paragraph shall be deemed to adversely affect all outstanding
Series, other than any Series with respect to which such action shall not, as
evidenced by an Opinion of Counsel for the Depositor, addressed and delivered to
the Trustee, adversely affect in any material respect the interests of any
Investor Certificateholder of such Series. The Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's rights,
duties or immunities under this Agreement or otherwise.

          (c)     Promptly after the execution of any such amendment or consent
(other than an amendment pursuant to paragraph (a)), the Trustee shall furnish
notification of the substance of such amendment to each Investor
Certificateholder, and the Servicer shall furnish notification of the substance
of such amendment to each Rating Agency and each Series Enhancer entitled
thereto pursuant to the relevant Supplement.

          (d)       It shall be necessary for the consent of Investor
Certificateholders under this Section to approve the particular form of any
propose, amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Investor Certificateholders shall be
subject to such reasonable requirements as the Trustee may prescribe.

          (e)      Any Supplement executed in accordance with the provisions of
Section 6.03 shall not be considered an amendment to this Agreement for the
purposes of this Section.

          (f)     The Holders of Investor Certificates evidencing more than 50%
of the aggregate unpaid principal amount of the Investor Certificates of each
Series or, with respect to any Series with two or more Classes, of each Class
(or, with respect to any default that does not relate to all Series, 50% of the
aggregate unpaid principal amount of the Investor Certificates of each Series to
which such default relates or, with respect to any such Series with two or more
classes, of each Class) may, on behalf of all Certificateholders, waive any
default by the Depositor or the Servicer in the performance of their obligations
hereunder and its consequences, except the failure to make any distributions
required to be made to Investor Certificateholders or to make any required
deposits of any amounts to be so distributed. Upon any such waiver of a past
default, such default shall cease to exist, and any default arising therefrom
shall be deemed to have been remedied for every purpose of this Agreement. No
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived.

          Section 13.02. PROTECTION OF RIGHT, TITLE AND INTEREST TO TRUST. (a)
The Servicer shall cause this Agreement, all amendments and supplements hereto
and/or all financing statements and continuation statements and any other
necessary documents covering the Certificateholders, and the Trustee's right,
title and interest in the Trust to be promptly recorded, registered and filed,
and at all times to be kept recorded, registered and filed, all in such manner
and in such places as may be required by law fully to preserve and protect the
right, title and interest of the Certificateholders and the Trustee hereunder to
all property compromising the Trust. The Servicer shall deliver to the Trustee
file-stamped copies of, or filing receipts for, any document recorded,
registered or filed as provided above, as soon as available following such
recording, registration or filing. The Depositor shall cooperate fully with the
Servicer in connection with the obligations set forth above and will execute any
and all documents reasonably required to fulfill the intent of this paragraph.

          (b)       Within 30 days after the Depositor makes any change in its
name, identity, or corporate structure which would make any financing statement
or continuation statement filed in accordance with paragraph (a) seriously
misleading within the meaning of Section 9-402(7) (or any comparable provision)
of the UCC, the Depositor shall give the Trustee notice of any such change and
shall file such financing statements or amendments as may be necessary to
continue the perfection of the Trust's security interest in the Receivables and
the proceeds thereof.

          (c)       The Depositor and the Servicer will give the Trustee prompt
notice of any relocation of any office from which it services Receivables or
keeps records concerning the Receivables or of its principal executive office
and whether, as a result of such relocation, the applicable provisions of the
UCC would require the filing of any amendment of any previously file financing
or continuation statement or of any new financing statement and shall file such
financing statements or amendments as may be necessary to perfector to continue
the perfection of the Trust's security interest in the Receivables and the
proceeds thereof. The Depositor and the Servicer will at all times maintain each
office from which it services Receivables and its principal executive offices
within the United States.

          (d)       The Servicer will deliver to the Trustee and any Series
Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the
execution had delivery of each amendment of this Agreement or any Supplement, an
Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition
Date on which any Additional Accounts (other than Automatic Additional Accounts)
are to be designated as Accounts pursuant to Section 2.08(a) or (b) .and on each
date specified in Section 2.08(c)(iii) with respect to the inclusion of
Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially
in the form of Exhibit H-2, and on each Addition Date on which any Participation
Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an
Opinion of Counsel covering the same substantive legal issues addressed by
Exhibit H-2 but conformed to the extent appropriate to relate to Participation
Interests; and (iii) on or before April 30 of each year, an Opinion of Counsel
substantially in the form of Exhibit H-2.

          Section 13.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. (a) The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor shall such death or incapacity entitle such
Certificateholders' legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

          (b)       No Investor Certificateholder shall have any right to vote
(except as expressly provided in this Agreement; or in any manner otherwise
control the operation and management of the Trust, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to constitute the Investor
Certificateholders from time to time as partners or members of an association,
nor shall any Investor Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.

          (c)      No Investor Certificateholder shall have any right by virtue
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Investor Certificateholder previously shall have made, and unless the Holders of
Investor Certificates evidencing more than 50% of the aggregate unpaid principal
amount of all Investor Certificates (or, with respect to any such action, suit
or proceeding that does not relate to all Series, 50% of the aggregate unpaid
principal amount of the Investor Certificates of all Series to which such
action, suit or proceeding relates) shall have made, a request to the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after such request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding
it; being understood and intended, and being expressly covenanted by each
Investor Certificateholder with every other Investor Certificateholder and the
Trustee, that no one or more Investor Certificateholders shall have any right in
any manner whatever by virtue or by availing itself or themselves of any
provisions of this Agreement to affect, disturb or prejudice the rights of the
holders of any other of the Investor Certificates, or to obtain or seek to
obtain priority over or preference to any other such Investor Certificateholder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the equal, ratable and common benefit of all Investor
Certificateholders except as otherwise expressly provided in this Agreement. For
the protection and enforcement of the provisions of this Section, each and every
Investor Certificateholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.

          Section 13.04. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

          Section 13.05. NOTICES; PAYMENTS. (a) All demands, notices,
instructions, directions and communications (collectively, "Notices") under this
Agreement shall be in writing and shall be deemed to have been duly given if
personally delivered at, mailed by registered mail, return receipt requested, or
sent by facsimile transmission:

         (i)      in the case of the Depositor, to:

                  ACE Securities Corp.
                  6525 Morrison Boulevard
                  Suite 318
                  Charlotte, North Carolina  28211
                  (704) 365-0569
                  Attention:  [Department]

         (ii)     in the case of the Servicer, to:

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

         (iii)    in the case of the Trustee, to:

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

         (iv)     in the case of Moody's, to:
                  99 Church Street,
                  New York, New York 10007,
                  Attention: ABS Monitoring Department 4th Floor
                  (facsimile no.  212-553-4600);

         (v)      in the case of Standard & Poor's, to:
                  55 Water Street
                  New York, New York 10041,
                  Attention: Asset Backed Group
                  (facsimile no.  (212-412-0224); and

         (vi)     to any other Person as specified in any Supplement; or,
                  as to each party, at such other address or facsimile number as
                  shall be designated by such party in a written notice to each
                  other party.

          (b)       Any Notice required or permitted to be given to a Holder of
Registered Certificates shall be given by first-class mail, postage prepaid, at
the address of such Holder as shown in the Certificate Register. No Notice shall
be required to be mailed to a Holder of Bearer Certificates or Coupons but shall
be given as provided below. Any Notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Investor Certificateholder receives such Notice. In addition, (a) if
and so long as any Series or Class is listed on a European stock exchange
(including the Luxembourg Stock Exchange), and such exchange shall so require,
any Notice to Investor Certificateholders shall be published in an Authorized
Newspaper in the city of such exchange, within the time period prescribed in
this Agreement and (b) in the case of any Series or Class with respect to which
any Bearer Certificates are outstanding, any Notice required or permitted to be
given to Investor Certificateholders of such Series or Class shall be published
in an Authorized Newspaper within the time period prescribed in this Agreement.

          Section 13.06. RULE 144A INFORMATION. For so long as any of the
Investor Certificates of any Series or Class are "restricted securities" within
the meaning of Rule 144(a)(3) under the Act, the Depositor, the Trustee, the
Servicer and any Series Enhancer agree to cooperate with each other to provide
to any Investor Certificateholders of such Series or Class and to any
prospective purchaser of Certificates designated by such an Investor
Certificateholder, upon the request of such Investor Certificateholder or
prospective purchaser, any information required to be provided to such holder or
prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
under the Act.

          Section 13.07. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such provisions shall be deemed
severable from the remaining provisions of this Agreement and shall in no way
affect the validity or enforceability of the remaining provisions of this
Agreement or of the Certificates or the rights of the Certificateholders.

          Section 13.08. ASSIGNMENT. Notwithstanding anything to the contrary
contained herein, except as provided in Section 8.02, this Agreement may not be
assigned by the Servicer without the prior consent of Holders of Investor
Certificates evidencing more than 50% of the aggregate unpaid principal amount
of all outstanding Investor Certificates.

          Section 13.09. CERTIFICATES NONASSESSABLE AND FULLY PAID. It is the
intention of the parties to this Agreement that the Certificateholders shall not
be personally liable for obligations of the Trust, that the interests in the
Trust represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust or for any reason whatsoever and that Certificates upon
authentication thereof by the Trustee pursuant to Section 6.02 are and shall be
deemed fully paid.

          Section 13.10. FURTHER ASSURANCES. The Depositor and the Servicer
agree to do and perform, from time to time, any and all acts and to execute any
and all further instruments required or reasonably requested by the Trustee more
fully to effect the purposes of this Agreement, including the execution of any
financing statements or continuation statements relating to the Receivables for
filing under the provisions of the UCC of any applicable jurisdiction.

          Section 13.11. NONPETITION COVENANT. Notwithstanding any prior
termination of this Agreement, the Servicer, the Trustee, the Depositor, each
Series Enhancer and each holder of a Supplemental Certificate shall not, prior
to the date which is one year and one day after the termination of this
Agreement with respect to the Trust, acquiesce, petition or otherwise invoke or
cause the Trust to invoke the process of any Governmental Authority for the
purpose of commencing or sustaining a case against the Trust under any Federal
or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignment, trustee, custodian, sequestrator or other similar
official of the Trust or any substantial part of its property or ordering the
winding-up or liquidation of the affairs of the Trust.

          Section 13.12. NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise
and no delay in exercising, on the part of the Trustee or the
Certificateholders, any right, remedy, power or privilege under this Agreement
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege under this Agreement preclude any other or
further exercise thereof or the exercise of any other right remedy, power or
privilege. The rights, remedies, powers and Privileges provided under this
Agreement are cumulative and not exhaustive of any rights, remedies, powers and
privileges provided by law.

          Section 13.13. COUNTERPARTS. This Agreement 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 13.14. THIRD-PARTY BENEFICIARIES. This Agreement will inure to
the benefit of and be binding upon the parties hereto, the Certificateholders,
any Series Enhancer (to the extent provided in this Agreement and the related
Supplement) and their respective successors and permitted assigns. Except as
otherwise expressly provided in this Agreement, no other Person will have any
right or obligation hereunder.

          Section 13.15. ACTIONS BY CERTIFICATEHOLDERS. (a) Wherever in this
Agreement a provision is made that an action may be taken or a Notice given by
Certificateholders, such action or Notice may be taken or given by any
Certificateholder, unless such provision requires a specific percentage of
Certificateholders.

          (b)       Any Notice, request, authorization, direction, consent,
waiver or other act by the Holder of a Certificate shall bind such Holder and
every subsequent Holder of such Certificate and of any Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done or omitted to be done by the Trustee or the Servicer
in reliance thereon, whether or not notation of such action is made upon such
Certificate.

          Section 13.16. MERGER AND INTEGRATION. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived or supplemented except as provided herein.

          Section 13.17. HEADINGS. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or
interpretation of any provision hereof.

          Section 13.18. AGREEMENT TO CONSTITUTE SECURITY AGREEMENT. The
Depositor hereby grants to the Trustee a security interest for the benefit of
(i) the Certificateholders and (ii) any Series Enhancer to the extent of the
Enhancement Invested Amount, if any, provided for in the relevant Supplement
(which interest, in the case of any Series Enhancer, will be subordinated to the
interest of the Certificateholders of such Series in accordance with the
relevant Supplement), in all of the Depositor's right, title and interest in, to
and under the Receivables now existing and hereafter created, all moneys due or
to become due and all amounts received with respect thereto and all "proceeds"
thereof and any other Trust Assets, to secure all the Depositor's and Servicer's
obligations hereunder, including the Depositor's obligation to sell or transfer
Receivables hereafter created to the Trust. This Agreement shall constitute a
security agreement under applicable law.

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


                             ACE SECURITIES CORP.
                             Depositor

                             by:      __________________________
                                      Name:
                                      Title:

                             [SERVICER NAME]
                             Servicer

                             by:      __________________________
                                      Name:
                                      Title:

                             [TRUSTEE NAME]
                             Trustee,

                             by:      __________________________
                                      Name:
                                      Title:



<PAGE>



                                                                     EXHIBIT A

                            FORM OF BANK CERTIFICATE


          THIS BANK CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933. NEITHER THIS BANK CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR
SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.

          THIS BANK CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS
OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

No.  R-                                                               One Unit

                          [ ] CARD ACCOUNT MASTER TRUST
                                BANK CERTIFICATE

                     THIS CERTIFICATE REPRESENTS AN INTEREST
                            IN CERTAIN ASSETS OF THE
                          [ ] CARD ACCOUNT MASTER TRUST

Evidencing an interest in a trust, the corpus of which consists primarily of
receivables generated from time to time in the ordinary course of business in a
portfolio of revolving credit card accounts and other revolving credit accounts
transferred by ACE Securities Corp. (the "Depositor").

               (Not an interest in or obligation of the Depositor
                            or any affiliate thereof)

          This certifies that ACE Securities Corp. is the registered owner of a
fractional interest in the assets of a trust (the "Trust") not allocated to the
Certificateholders' Interest or the interest of any holder of a Supplemental
Certificate pursuant to the Pooling and Servicing Agreement dated as of [ ] (as
amended and supplemented, the "Agreement"), between ACE Securities Corp., a
Delaware corporation, as Depositor, and [Trustee Name], a [ ] corporation, as
trustee (the "Trustee"). The corpus of the Trust consists of (i) a portfolio of
all receivables (the "Receivables") existing in the consumer revolving credit
card accounts and other consumer revolving credit accounts identified under the
Agreement from time to time (the "Accounts"), (ii) all Receivables generated
under the Accounts from time to time thereafter, (iii) funds collected or to be
collected from accountholders in respect of the Receivables, (iv) all funds
which are from time to time on deposit in the Collection Account and in the
Series Accounts, (v) the benefits of any Series Enhancements issued and to be
issued by Series Enhancers with respect to one or more Series of Investor
Certificates and (vi) all other assets and interests constituting the Trust.
Although a summary of certain provisions of the Agreement is set forth below,
this Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee. A copy of the Agreement may be requested
from the Trustee by writing to the Trustee at the Corporate Trust Office. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Agreement.

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

          The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and amounts advanced to cardholders as
cash advances and Finance Charge Receivables which arise generally from Periodic
Finance Charges.

          This Certificate is the Depositor's Certificate, which represents the
Depositor's Interest in certain assets of the Trust, including the right to
receive a portion of the Collections and other amounts at the times and in the
amounts specified in the Agreement. The aggregate interest represented in the
Depositor's Certificate at any time in the Receivables in the Trust shall not
exceed the Depositor's Interest at such time. In addition to the Depositor's
Certificate, (i) Investor Certificates will be issued to investors pursuant to
the Agreement, which will represent the Certificateholders' Interest, and (ii)
Supplemental Certificates may be issued pursuant to the Agreement, which will
represent that portion of the Depositor's Interest not allocated to the
Depositor. This Depositor's Certificate shall not represent any interest in the
Collection Account or the Series Accounts, except as expressly provided in the
Agreement, or any Series Enhancements.

          The Depositor has entered into the Agreement, and this Certificate is
issued, with the intention that, for Federal, state and local income and
franchise tax purposes only, the Investor Certificates will qualify as
indebtedness of the Depositor secured by the Receivables. The Depositor, by
entering into the Agreement and by the acceptance of this Certificate, agrees to
treat the Investor Certificates for Federal, state and local income and
franchise tax purposes as indebtedness of the Depositor.

          Subject to certain conditions and exceptions specified in the
Agreement, the obligations created by the Agreement and the Trust created
thereby shall terminate upon the earlier of (i) [ ], (ii) the day following the
Distribution Date on which the Invested Amount and Enhancement Invested Amount,
if any, for each Series is zero and (iii) the time provided in Section 9.02(b)
of the Agreement.

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

          IN WITNESS WHEREOF, the Depositor has caused Certificate to be duly
executed.



                                     ACE SECURITIES CORP.


                                     by       __________________________
                                              Name:
                                              Title:

Dated: [              ]



<PAGE>



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is the Depositor's Certificate described in the within-mentioned Agreement
and Series Supplement.


as Trustee,


By:      _________________________
         Authorized Officer


or


By:      _________________________
         as Authenticating Agent
         for the Trustee,


By:      _________________________
         Authorized Officer



<PAGE>



                                                                      EXHIBIT B


            FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

                         (As required by Section 2.08 of
                      the Pooling and Servicing Agreement)

          ASSIGNMENT No. _____ OF RECEIVABLES IN ADDITIONAL ACCOUNTS dated as of
/**///, by and between ACE SECURITIES CORP., as Depositor (the "Depositor"), and
[Trustee Name], a [ ] corporation, as trustee (the "Trustee"), pursuant to the
Pooling and Servicing Agreement referred to below.


                                   WITNESSETH

          WHEREAS the Depositor and the Trustee are parties to the Pooling and
Servicing Agreement dated as of [ ] (as amended and supplemented, the
"Agreement");

          WHEREAS, pursuant to the Agreement, the Depositor wishes to designate
Additional Accounts owned by the Depositor to be included as Accounts and to
convey the Receivables of such Additional Accounts, whether now existing or
hereafter created, to the Trust as part of the corpus of the Trust (as each such
term is defined in the Agreement); and

          WHEREAS the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;

          NOW, THEREFORE, the Depositor and the Trustee hereby agree as follows:

          1.       DEFINED TERMS. All capitalized terms used herein shall have
the meanings ascribed to them in the Agreement unless otherwise defined herein.

          "Addition Date" shall mean, with respect to the Additional Accounts
designated hereby, [ ].

          "Additional Cut-Off Date" shall mean, with respect to the Additional
Accounts designated hereby, [ ].

-----------
/**// To be dated as of the applicable Document Delivery Date.

<PAGE>


          2.       DESIGNATION OF ADDITIONAL ACCOUNTS.  On or before the
Document Delivery Date, the Depositor will deliver to the Trustee a computer
file or a microfiche list containing a true and complete list of the related
Additional Accounts or Participation Interests specifying (i) for each
Additional Account, as of the Additional Cut-Off Date, its account number, the
collection status, the aggregate amount outstanding in such Account and the
aggregate amount of Principal Receivables outstanding in such Account, which
computer file or microfiche list shall supplement Schedule I to the Agreement
(in the case of Additional Accounts) and (ii) for each Participation Interest,
as of the Additional Cut-Off Date, information comparable to the information
referred to in clause (i) above.

          3.       CONVEYANCE OF RECEIVABLES. The Depositor does hereby sell,
transfer, assign, set over and otherwise convey to the Trustee, on behalf of the
Trust, for the benefit of the Certificateholders, all its right, title and
interest in, to and under the Receivables of such Additional Accounts existing
at the opening of business on the Additional Cut-Off Date and thereafter created
from time to time until the termination of the Trust, all moneys due or to
become due and all amounts received with respect thereto and all proceeds
(including "proceeds" as defined in the UCC, and Recoveries but excluding
Insurance Proceeds) thereof, and all of its right, title and interest in, to and
under the Interchange payable pursuant to Section 2.07(i) of the Agreement. The
foregoing does not constitute and is not intended to result in the creation or
assumption by the Trust, the Trustee, any Investor Certificateholder or any
Series Enhancer of any obligation of the Servicer, the Depositor or any other
Person in connection with the Accounts or the Receivables or under any agreement
or instrument relating thereto, including any obligation to Obligors, merchant
banks, merchants clearance systems, VISA, MasterCard or insurers.

          a.       The Depositor agrees to record and file, at its own expense,
financing statements (and continuation statements when applicable) with respect
to the Receivables now existing thereafter created in such Additional Accounts,
meeting the requirements of applicable state law in such manner and in such
jurisdictions as are necessary to perfect, and maintain the perfection of, the
sale and assignment of such Receivables to the Trust, and to deliver a file
stamped copy of each such financing statement or other evidence of such filing
(which, for purposes of this Section 3(b), consists of telephone confirmation of
such filing) to the Trustee on or prior to the Addition Date. The Trustee shall
be under no obligation whatsoever to file such financing or continuation
statements or to make any other filing under the UCC in connection with such
sale and assignment.

          b.       In connection with such sale, the Depositor further agrees,
at its own expense, on or prior to the date of this Assignment, to indicate
clearly and unambiguously in the appropriate computer files that Receivables
created in connection with the Additional Accounts designated hereby (other than
Removed Accounts) have been conveyed to the Trust pursuant to the Agreement and
this Assignment for the benefit of the Certificateholders.

          c.       The Depositor does hereby grant to the Trustee a security
interest in all of its right, title and interest in, to and under the
Receivables now existing and hereafter created in the Additional Accounts
designated, all moneys due or to become due and all amounts received with
respect thereto and all "proceeds" (including "proceeds" as defined in the UCC
and Recoveries, but excluding Insurance Proceeds) thereof, and all of its right,
title and interest in, to and under the Interchange payable pursuant to Section
2.07(i) of the Agreement. This Assignment constitutes a security agreement under
the UCC.

          4.       ACCEPTANCE BY TRUSTEE. The Trustee hereby acknowledges its
acceptance on behalf of the Trust of all right, title and interest to the
property, now existing and hereafter created, conveyed to the Trust pursuant to
Section 3(a) of this Assignment, and declares that it shall maintain such right,
title and interest, upon the trust set forth in the Agreement for the benefit of
all Certificateholders. The Trustee further acknowledges that, prior to or
simultaneously with the execution and delivery of this Assignment, the Depositor
delivered to the Trustee the computer file or microfiche list described in
Section 2 of this Assignment.

          5.       REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The
Depositor hereby represents and warrants to the Trustee, on behalf of the Trust,
as of the date of this Assignment and as of the Addition Date that:

          a.   LEGAL VALID AND BINDING OBLIGATION. This Assignment constitutes a
               legal, valid and binding obligation of the Depositor enforceable
               against the Depositor in accordance with its terms, except as
               such enforceability may be limited by applicable bankruptcy,
               insolvency, reorganization, moratorium, receivership,
               conservatorship or other similar laws now or hereafter in effect
               affecting the enforcement of creditors' rights in general and, if
               applicable, the rights of creditors of a state banking
               corporation, state balking association or national banking
               association, and except as such enforceability may be limited by
               general principles of equity (whether considered in a suit at law
               or in equity);

          b.   ELIGIBILITY OF ACCOUNTS. Each Additional Account designated
               hereby is an Eligible Account;

          c.   INSOLVENCY. As of each of the Additional Cut-Off Date and the
               Addition Date, no Insolvency Event with respect to [any Account
               Owner, as applicable or the] Depositor has occurred and the
               transfer by the Depositor of Receivables arising in the
               Additional Accounts to the Trust has not been made in
               contemplation of the occurrence thereof;

          d.   PAY OUT EVENT. The Depositor reasonably believes that the
               addition of the Receivables arising in the Additional Accounts
               will not, based on the facts known to the Depositor, then cause a
               Pay Out Event or any event that, after giving of notice or the
               lapse of time, would constitute a Pay Out Event to occur with
               respect to any Series;

          e.   SECURITY INTEREST. Subject, in each case pertaining to proceeds,
               to Section 9-306 of the UCC, and further subject to any Liens
               permitted under Section 2. 07(b) of the Agreement, this
               Assignment constitutes a valid sale, transfer and assignment to
               the Trust of all right, title and interest of the Depositor in
               the Receivables now existing or hereafter created in the
               Additional Accounts designated by the Depositor, all moneys due
               or to become due and all amounts received with respect thereto
               and the "proceeds" (including "proceeds" as defined in the UCC,
               and Recoveries but excluding Insurance Proceeds) thereof, and all
               of its right, title and interest in, to and under the Interchange
               payable pursuant to Section 2.07(i) of the Agreement, relating
               thereto or, if this Assignment does not constitute a sale of such
               property, it constitutes a grant of a "security interest" (as
               defined in the UCC), in such property to the Trust, which, in the
               case of existing Receivables and the proceeds thereof, is
               enforceable upon execution and delivery of this Assignment, and
               which will be enforceable with respect to such Receivables
               hereafter created and the proceeds thereof upon such creation.
               Upon the filing of the financing statements described in Section
               3 of this Assignment and, in the case of the Receivables
               hereafter created and the proceeds thereof, upon the creation
               thereof, the Trust shall have a first priority perfected security
               or ownership interest in such property and proceeds except for
               Liens permitted under subsection 2.07(b);

          f.   NO CONFLICT. The execution and delivery by the Depositor of this
               Assignment, the performance of the transactions contemplated by
               this Assignment and the fulfillment of the terms hereof
               applicable to the Depositor, will not conflict with or violate
               the articles of association or by-laws of the Depositor or result
               in any breach of any of the terms and provisions of, or
               constitute (with or without notice or lapse of time or both) a
               material default under, any material indenture, contract,
               agreement, mortgage, deed of trust or other instrument to which
               the Depositor is a party or by which it or any of its properties
               are bound;

          g.   NO PROCEEDINGS. There are no proceedings or investigations,
               pending or, to the best knowledge of the Depositor, threatened
               against the Depositor, before any Governmental Authority (i)
               asserting the invalidity of this Assignment, (ii) seeking to
               prevent the consummation of any of the transactions contemplated
               by this Assignment, (iii) seeking any determination or ruling
               that, in the reasonable judgment of the Depositor, would
               materially and adversely affect the performance by the Depositor
               of its obligations under this Assignment or (iv) seeking any
               determination or ruling that would materially and adversely
               affect the validity or enforceability of this Assignment; and

          h.   ALL CONSENTS. All authorizations, consents, orders or other
               actions of any Person or of any Governmental Authority required
               to be obtained by the Depositor in connection with the execution
               and delivery of this Assignment by the Depositor and the
               performance of the transactions contemplated by this Assignment
               by the Depositor have been obtained.

          6.       RATIFICATION OF AGREEMENT. As supplemented by this
Assignment, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Assignment shall be read, taken and
construed as one and the same instrument.

          7.       COUNTERPARTS. This Assignment 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 shall constitute one and the same
instrument.

          8.       GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

                    ACE SECURITIES CORP.,
                    Depositor,

                    by    __________________________
                          Name:
                          Title:


                    [TRUSTEE NAME]
                    Trustee,

                    by    __________________________
                          Name:
                          Title:


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1        MasterCard and VISA are registered trademarks of MasterCard
         International Incorporated and of VISA USA, Inc., respectively.