FORM OF SERIES SUPPLEMENT TO POOLING AND SERVICING




                                                                 EXHIBIT 4.3.2


===============================================================================

                          FORM OF SERIES [      ] SUPPLEMENT
                                 Dated as of [      ]

                                       to

                         POOLING AND SERVICING AGREEMENT
                              Dated as of [      ]


                                    $[       ]



                          [      ] CARD ACCOUNT MASTER TRUST

                                   SERIES [      ]


                                      among

                              ACE SECURITIES CORP.,
                                    Depositor

                                [SERVICER NAME],
                                    Servicer

                                       and

                                 [TRUSTEE NAME],
                                     Trustee

              on behalf of the Series [    ] Certificateholders

===============================================================================


<PAGE>



                                TABLE OF CONTENTS

                                    ARTICLE I

CREATION OF THE SERIES [         ] CERTIFICATES............................1

   Section 1.01. Designation...............................................1

                                   ARTICLE II

DEFINITIONS................................................................2

   Section 2.01. Definitions...............................................2

                                   ARTICLE III

SERVICER AND TRUSTEE......................................................21

   Section 3.01.  Servicing Compensation..................................21

                                   ARTICLE IV

RIGHTS OF SERIES [         ] CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS.................................22

   Section 4.01.  Collections and Allocations.............................22
   Section 4.02.  Determination of Monthly Interest [; Interest
                  Funding Account]........................................23
   Section 4.03.  Determination of Monthly Principal [; Principal
                  Funding Account; Class A Accumulation Period]...........26
   Section 4.04.  Required Amount.........................................29
   Section 4.05.  Application of Class A Available Funds, Class B
                  Available Funds and Available Principal Collections.....29
   Section 4.06.  Defaulted Amounts; Investor Charge-Offs.................32
   Section 4.07.  Excess Spread; Excess Finance Charge Collections........33
   Section 4.08.  Reallocated Principal Collections.......................35
   Section 4.09.  Excess Finance Charge Collections.......................36
   Section 4.09A. Reallocated Investor Finance Charge Collections.........36
   Section 4.10.  Shared Principal Collections............................38
   Section 4.11.  Reserve Account.........................................38
   Section 4.12.  Establishment of Credit Enhancement.....................40
   Section 4.13.  Cash Collateral Account.................................42
   Section 4.14.  [Determination of Index.................................46
   Section 4.15.  Pre-Funding Account.....................................46
   Section 4.16.  Changes in Invested Amount..............................48

                                    ARTICLE V

DISTRIBUTIONS AND REPORTS TO SERIES [         ] CERTIFICATEHOLDERS........48

   Section 5.01.  Distributions...........................................48
   Section 5.02.  Reports and Statements to Series [       ]
                  Certificateholders......................................49

                                   ARTICLE VI

   Section 6.01.   [Reinvestment] [Pay Out] Events........................50

                                   ARTICLE VII

OPTIONAL PURCHASE; SERIES TERMINATION.....................................51

   Section 7.01.  Optional Repurchase.....................................51
   Section 7.02.  Series Termination......................................52

                                  ARTICLE VIII

FINAL DISTRIBUTIONS.......................................................52

   Section 8.01.  Sale of Receivables Certificateholders' Interest
                  pursuant to Section 2.06 or 10.01 of the Agreement
                  and Section 7.01 or 7.02 of this Supplement.............52
   Section 8.02.  Distribution of Proceeds of Sale, Distribution
                  or Liquidation of the Receivables pursuant to
                  Section 9.02 of the Agreement...........................53

                                   ARTICLE IX

MISCELLANEOUS PROVISIONS..................................................55

   Section 9.01.  Ratification of Agreement...............................55
   Section 9.02.  Counterparts............................................55
   Section 9.03.  Governing Law...........................................55

                                    ARTICLE X

INTERCHANGE...............................................................56

   Section 10.01.  Interchange............................................56



<PAGE>

          SERIES [ ] SUPPLEMENT, dated as of [ ] (the "Supplement"), between ACE
SECURITIES CORP., a Delaware corporation, as Depositor, [SERVICER NAME], as
Servicer, and [TRUSTEE NAME], a [jurisdiction] [form of organization], as
Trustee.

          Pursuant to the Pooling and Servicing Agreement dated as of [ ] (as
amended and supplemented, the "Agreement"), among the Depositor, the Servicer
and the Trustee, the Depositor has created the [ ] Card Account Master Trust
(the "Trust"). Section 6.03 of the Agreement provides that the Depositor may
from time to time direct the Trustee to authenticate one or more new Series of
Investor Certificates representing fractional undivided interests in the Trust.
The Principal Terms of any new Series are to be set forth in a Supplement to the
Agreement.

          Pursuant to this Supplement, the Depositor and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.


                                    ARTICLE I

               CREATION OF THE SERIES [       ] CERTIFICATES

          Section 1.01. DESIGNATION.

          (a) There is hereby created a Series of Investor Certificates to be
issued pursuant to the Agreement and this Supplement to be known as "[ ] Card
Account Master Trust, Series [ ]". The Series [ ] Certificates shall be issued
in two Classes, the first of which shall be known as the "Class A Series [ ]
[______%] [Floating Rate] [Adjustable Rate] [Variable Rate] Asset Backed
Certificates" and the second of which shall be known as the "Class B Series [ ]
[______%] [Floating Rate] [Adjustable Rate] [Variable Rate] Asset Backed
Certificates." [In addition, there is hereby created a third Class of
uncertificated interests in the Trust which, except as expressly provided
herein, shall be deemed to be "Investor Certificates" for all purposes under the
Agreement and this Supplement and which shall be known as the "Collateral
Interest, Series [ ]". The Collateral Interest Holder shall deemed to be the
Series Enhancer for all purposes under the Agreement and this Supplement.]

          (b) [ ] shall [be included in Group [______] and shall] [not] be a
Principal Sharing Series. [Group [_____] [shall] [shall not] be a Reallocation
Group.] Series [ ] shall [not] be subordinated to [ ] [any other Series].
Describe terms of subordination, if applicable.] Notwithstanding any provision
in the Agreement or in this Supplement to the contrary, the first Distribution
Date with respect to Series [ ] shall be the [________] Distribution Date [and
the first Monthly Period shall be the period from the Closing Date until [ ].

          [(c) Except as expressly provided herein, the provisions of Article VI
and Article XII of the Agreement relating to the registration, authentication,
delivery, presentation, cancellation and surrender of Registered Certificates
shall not be applicable to the Collateral Interest.]


                                   ARTICLE II

                                   DEFINITIONS

          Section 2.01. DEFINITIONS.

          (a) Whenever used in this Supplement, the following words and phrases
shall have the following meanings, and the definitions of such terms are
applicable to the singular as well as the plural forms of such terms and the
masculine as well as the feminine and neuter genders of such terms.

          ["ACCUMULATION PERIOD" shall mean the Class A Accumulation Period and
the Class B Accumulation Period.]

          "ADDITIONAL INTEREST" means, with respect to any Distribution Date,
the Class A Additional Interest and the Class B Additional Interest for such
Distribution Date.

          ["ADJUSTED INVESTED AMOUNT" shall mean, with respect to any date of
determination, an amount equal to the Invested Amount less the Principal Funding
Account Balance on such date of determination.]

          ["AVAILABLE CASH COLLATERAL AMOUNT" shall mean, with respect to any
Distribution Date, the lesser of (a) the amount on deposit in the Cash
Collateral Account on such date (before giving effect to any deposit to, or
withdrawal from, the Cash Collateral Account to be made with respect to such
date) and (b) the [Initial] [Required] Cash Collateral Amount.]

          ["AVAILABLE COLLATERAL AMOUNT" shall mean, with respect to any date of
determination, the lesser of (a) the sum of the amount on deposit in the Cash
Collateral Account and the Collateral Invested Amount and (b) the Required
Collateral Amount.]

          ["AVAILABLE CREDIT ENHANCEMENT AMOUNT" shall mean, with respect to any
date of determination, [__________].]

          "AVAILABLE PRINCIPAL COLLECTIONS" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) (i) an amount equal to the
Principal Allocation Percentage of all Collections in respect of Principal
Receivables received during such Monthly Period MINUS (ii) the amount of
Reallocated Principal Collections with respect to such Monthly Period which
pursuant to Section 4.08(a) or (b) are required to fund any deficiency in the
amount to be distributed pursuant to Sections 4.05(a)(i), (ii) and (iii) or
(b)(i), (ii) or (iii) for the related Distribution Date, (b) [any Shared
Principal Collections with respect to other Series that are allocated to Series
[ ] in accordance with Section 4.04 of the Agreement and Section 4.10 hereof
(c)] any other amounts which pursuant to Section 4.07 hereof are to be treated
as Available Principal Collections with respect to the related Distribution Date
[and (d) describe other amounts, if applicable].

          ["AVAILABLE RESERVE ACCOUNT AMOUNT" shall mean, with respect to any
Distribution Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (before giving effect to any deposit to be made to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.]

         ["AVAILABLE SHARED COLLATERAL AMOUNT" shall mean, with respect to any
date of determination, the lesser of (a) the [Initial] [Required] Shared
Collateral Amount and (b) the excess, if any, of the Available Cash Collateral
Amount on such date over the Initial Class B Collateral Amount.]

          "BASE RATE" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Class A Monthly Interest, the Class B Monthly Interest
[Collateral Monthly Interest] and the Monthly Servicing Fee with respect to the
related Distribution Date and the denominator of which is the Invested Amount as
of the last day of the preceding Monthly Period.

          ["CASH COLLATERAL ACCOUNT" shall have the meaning specified in Section
4.12(a).]

          ["CASH COLLATERAL ACCOUNT INVESTMENTS" shall mean Eligible
investments.]

          ["CASH COLLATERAL ACCOUNT SURPLUS" shall mean, as of any date of
determination, the amount, if any, by which the amount on deposit in the Cash
Collateral Account exceeds the [[lesser of the] Initial Cash Collateral Amount
[and the Adjusted Investor Interest]] [the Required Cash Collateral Amount].]

          ["CASH COLLATERAL DEPOSITOR" shall mean the financial institution or
institutions that are party to the Loan Agreement, such financial institution or
institutions to be selected by the Depositor on or prior to the Closing Date to
make a deposit in the Cash Collateral Account on the Closing Date, or any
successors thereto appointed as provided in the Loan Agreement.]

          ["CLASS A ACCUMULATION PERIOD" shall mean, unless a Pay Out Event
shall have occurred prior thereto, the period commencing at the close of
business on [_____________] [or such later date as is determined in accordance
with Section 4.03(e)] and ending on the first to occur of (a) the commencement
of the Rapid Amortization Period or (b) the payment in full to Class A
Certificateholders of the Class A Invested Amount.]

          ["CLASS A ACCUMULATION PERIOD LENGTH" shall have the meaning specified
in Section 4.03(e).

          ["CLASS A ADDITIONAL INTEREST" shall have the meaning specified in
Section 4.02(e).

          ["CLASS A ADJUSTED INVESTED AMOUNT" shall mean, with respect to any
date of determination, an amount equal to the Class A Invested Amount less the
Principal Funding Account Balance on such date.]

         "CLASS A AVAILABLE FUNDS" shall mean, with respect to any Monthly
Period, an amount equal to the sum of [(a) if such Monthly Period Relates to a
Distribution Date with respect to the Class A Accumulation Period [or an Early
Accumulation Period], the amount of Principal Funding Investment Proceeds, if
any, with respect to such Distribution Date, (b) the Class A Floating Percentage
of the [Investor Finance Charge Collections] [Reallocated Investor Finance
Charge Collections] [, (c) the amount of funds, if any, to be withdrawn from the
Reserve Account which, pursuant to Section 4.11(d), are required to be included
in Class A Available Funds with respect to such Distribution Date] [, (d) [the
Class A Floating Percentage of] any investment earnings (net of investment
losses and expenses) transferred from the Pre-Funding Account to the Collection
Account on the related Distribution Date] [, (e) the amount of Interest Funding
Investment Proceeds, if any, with respect to the related Distribution Date] [and
(f) describe other amounts, if applicable].

          "CLASS A CERTIFICATE RATE" shall mean, with respect to the Class A
Certificates, [___% per annum, calculated on the basis of a 360-day year
consisting of twelve 30-day months] [[___]% with respect to the initial Interest
Period, and for each Interest Period thereafter, a per annum rate of [_____]%
[above] [below] [times] [Index] determined on the related Rate Determination
Date, [but in no event in excess of [_______]% per annum], each calculated on
the basis of actual days elapsed and a 360-day year].

          "CLASS A CERTIFICATEHOLDER" shall mean the Person in whose name a
Class A Certificate in registered in the Certificate Register.

          "CLASS A CERTIFICATES" shall mean any one of the Certificates executed
by the Depositor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A-1.

          "CLASS A CONTROLLED AMORTIZATION PERIOD" shall mean, unless a Pay-Out
Event shall have occurred prior thereto, the period commencing on the close of
business [____________] and ending on the first to occur of (a) the commencement
of the Rapid Amortization Period, (b) the payment in full to Class A
Certificateholders of the Class A Invested Amount or (c) the Termination Date.]

          ["CLASS A EXPECTED FINAL PAYMENT DATE" shall mean the [_____________]
Distribution Date.]

          "CLASS A FLOATING PERCENTAGE" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100% of a
fraction, the numerator of which is equal to the Class A [Adjusted] Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the [Adjusted] Invested Amount
as of such day; PROVIDED, HOWEVER, that with respect to the first Monthly
Period, the Class A Floating Percentage shall mean the percentage equivalent of
a fraction, the numerator of which is the Class A Initial Invested Amount of the
denominator of which is the Initial Invested Amount.

          "CLASS A INITIAL INVESTED AMOUNT" shall mean [the portion of the
initial principal amount of the Class A Certificates that is invested in
Principal Receivables on the Closing Date, which is] $______________.

          "CLASS A INTEREST SHORTFALL" shall have the meaning specified in
Section 4.02(a).

          "CLASS A INVESTED AMOUNT" shall mean, on the date of determination, an
amount equal to (a) the Class A Initial Invested Amount, [PLUS (b) the [amount]
[Class A Floating Percentage] of any withdrawals from the Pre-Funding Account in
connection with the purchase of an additional interest in Principal Receivables
pursuant to Section 4.15,] MINUS (c) the aggregate amount of principal payment
made to the Class A Certificateholders on or prior to such date [other than any
payments of principal to the Class A Certificateholders from the Pre-Funding
Account], MINUS (d) the excess, if any, of the aggregate amount of Class A
Investor Charge-Offs for all prior Distribution Dates OVER Class A Investor
Charge-Offs reimbursed pursuant to Section 4.06(a) prior to such date.

          "CLASS A INVESTOR CHARGE-OFFS" shall have the meaning specified in
Section 4.06(a).

          "CLASS A INVESTOR DEFAULT AMOUNT" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Class A Floating Percentage
for such Monthly Period.

          "CLASS A MONTHLY INTEREST" shall have the meaning specified in Section
4.02(a).

          "CLASS A MONTHLY PRINCIPAL" shall have the meaning specified in
Section 4.03(a).

          ["CLASS A PRINCIPAL DRAW AMOUNT" shall have the meaning specified in
Section 4.12(i).]

          "CLASS A PRINCIPAL PERCENTAGE" shall mean, with respect to any Monthly
Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class A Invested Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) during the [Accumulation Period] [Controlled Amortization Period] or the
Rapid Amortization Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Class A Invested
Amount as of the end of the Revolving Period, and the denominator of which is
the Invested Amount as of the end of the Revolving Period; PROVIDED, HOWEVER,
that with respect to the first Monthly Period, the Class A Principal Percentage
shall mean the percentage equivalent of a fraction, the numerator of which is
the Class A Initial Invested Amount and denominator of which is the Initial
Invested Amount.

          ["CLASS A REQUIRED AMOUNT" shall have the meaning specified in Section
4.04.]

          "CLASS A SERVICING FEE" shall have the meaning specified in Section
3.01.

          ["CLASS B ACCUMULATION PERIOD" shall mean the period commencing on the
Class B Principal Commencement Date and ending on the first to occur thereafter
of (a) the commencement of the Rapid Amortization Period, (b) the payment in
full to the Class B Certificateholders of the Class B Invested Amount or (c) the
Termination Date.]

          "CLASS B ADDITIONAL INTEREST" shall have the meaning specified in
Section 4.02(b).

          ["CLASS B ADJUSTED INVESTED AMOUNT" shall mean, with respect to any
date of determination, an amount equal to the Class B Invested Amount less the
Principal Funding Account Balance on such date.]

          "CLASS B AVAILABLE FUNDS" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) if such Monthly Period relates to a
Distribution Date that occurs on or after the Class B Principal Commencement
Date, the amount of Principal Funding Investment Proceeds [and Interest Funding
Investment Proceeds], if any, with respect to such Distribution Date, (b)] the
Class B Floating Percentage of the [Investor Finance Charge Collections]
[Reallocated Investor Finance Charge Collections] [, (c) the amount of funds, if
any, to be withdrawn from the Reserve Account which pursuant to Section 4.11(d)
are required to be included in Class B Available Funds with respect to such
Distribution Date] [, (d) [the Class B Floating Percentage of] any investment
earnings (net of investment losses and expenses) transferred from the
Pre-Funding Account to the Collection Account on the related Distribution Date]
[and (e) describe other amounts, if applicable].

          "CLASS B CERTIFICATE RATE" shall mean, with respect to the Class B
Certificate, [[____]% per annum, calculated on the basis of a 360-day year
consisting of twelve 30-day months] [[____]% with respect to the initial
Interest Period, and for each Interest Period thereafter, a per annum rate of
[____]% [above] [below] [times] [Index] determined on the related Rate
Determination Date, [but in no event in excess of [______]% per annum,] each
calculated on the basis of actual days elapsed and a 360-day year].

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

          "CLASS B CERTIFICATES" shall mean any one of the Certificates executed
by the Depositor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A-2.

          ["CLASS B CONTROLLED AMORTIZATION PERIOD" shall mean the period
commencing on the Class B Principal Commencement Date and ending on the first to
occur thereafter of (a) the commencement of the Rapid Amortization Period, (b)
the payment in full to the Class B Certificateholders of the Class B Invested
Amount or (c) the Termination Date.]

          ["CLASS B EXPECTED FINAL PAYMENT DATE" shall mean the [___________,]
Distribution Date.]

          "CLASS B FLOATING PERCENTAGE" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class B [Adjusted] Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the [Adjusted] Invested Amount
as of the close of business on such day; provided, HOWEVER, that with respect to
the first Monthly Period, the Class B Floating Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Class B
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.

          "CLASS B INITIAL INVESTED AMOUNT" shall mean [the portion of the
initial principal amount of the Class B Certificates that is invested in
Principal Receivables on the Closing Date, which is] $___________.

          "CLASS B INTEREST SHORTFALL" shall have the meaning specified in
Section 4.02(b).

          "CLASS B INVESTED AMOUNT" shall mean, on any date of determination, an
amount equal to (a) [the sum of] the Class B Initial Invested Amount [and the
[amount] [Class B Floating Percentage] of any withdrawals from the Pre-Funding
Account in connection with the purchase of an additional interest in Principal
Receivables pursuant to Section 4.15], MINUS (b) the aggregate amount of
principal payments made to the Class B Certificateholders prior to such date
[(other than (any principal payments made to Class B Certificateholders from the
proceeds of a Reimbursement Draw Amount pursuant to Section 4.12 [(c)] [(g)]
(and) [any payments of principal to the Class B Certificateholders from the
Pre-Funding Account])], MINUS (c) the aggregate amount of Class B Investor
Charge-Offs for all prior Distribution Dates, MINUS (d) the amount of
Reallocated Principal Collections allocated on all prior Distribution Dates
pursuant to Section 4.06(a) [(excluding any Reallocated Principal Collections
that have resulted in a reduction in [the Enhancement Invested Amount pursuant
to Section 4-06(c))] (the Collateral Invested Amount pursuant to Section 4.08]],
MINUS (e) an amount equal to the amount by which the Class B Invented Amount has
been reduced on all prior Distribution Dates pursuant to Section 4.06(a) and
PLUS (f) the amount of Excess Spread and Excess Finance Charge Collections]
allocated and available on all prior Distribution Dates pursuant to Section
4.07(f) for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c), (d) and (e).

          "CLASS B INVESTOR CHARGE-OFFS" shall have the meaning specified in
Section 4.06(b).

          "CLASS B INVESTOR DEFAULT AMOUNT" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Class B Floating Percentage
for such Monthly Period.

          "CLASS B MONTHLY INTEREST" shall have the meaning specified in Section
4.02(b).

          "CLASS B MONTHLY PRINCIPAL" shall have the meaning specified in
Section 4.03(b).

          "CLASS B PRINCIPAL COMMENCEMENT DATE" shall mean the Distribution Date
on which the Class A Invested Amount is paid in full or, if the Class A Invested
Amount is paid in full [on the Class A Expected Final Payment Date] [during the
Class A Controlled Amortization Period] and the Rapid Amortization Period has
not commenced, the Distribution Date following the Class A Expected Final
Payment Date.

          ["CLASS B PRINCIPAL DRAW AMOUNT" shall have the meaning specified in
Section 4.12 (i).]

          "CLASS B PRINCIPAL PERCENTAGE" shall mean, with respect to any Monthly
Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class B Invested Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) during the [Class B Accumulation Period] [Class B Amortization Period] or
the Rapid Amortization Period, the percentage equivalent (which percentage shall
never exceed 100%) of a fraction, the numerator of which is the Class B invested
Amount as of the end of the Revolving Period, and the denominator of which is
the Class B Invested Amount as of the end of the Revolving Period; PROVIDED,
HOWEVER, that with respect to the first Monthly Period the Class B Principal
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Class B Initial Invested Amount and the denominator of which is the
Initial Invested Amount.

          ["CLASS B REQUIRED AMOUNT" shall have the meaning set forth in Section
4.04.]

          "CLASS B SERVICING FEE" shall have the meaning specified in Section
3.01.

          "CLOSING DATE" shall mean [_______________].

          ["COLLATERAL ADDITIONAL INTEREST" shall have the meaning specified in
subsection 4.02(e).]

          ["COLLATERAL AMOUNT" shall mean, for any date of determination, the
sum of (a) the Collateral Invested Amount and (b) the aggregate amount of funds
on deposit in the Cash Collateral Account, in each case on such date.]

          ["COLLATERAL AVAILABLE FUNDS" shall mean with respect to any
Distribution Date, the Collateral Invested Percentage of [Reallocated] Investor
Finance Charge Collections with respect to the preceding Monthly Period.]

          ["COLLATERAL CASH SURPLUS" shall mean, as of any date of
determination, the lesser of (a) the Collateral Surplus and (b) the amount on
deposit in the Cash Collateral Account.]

          ["COLLATERAL CHARGE-OFFS" shall have the meaning specified in Section
4.06(c).]

          ["COLLATERAL DEFAULT AMOUNT" shall mean, with respect to any
Distribution Date, the product of the Investor Default Amount for the related
Monthly Period and the Collateral Invested Percentage.]

          ["COLLATERAL INITIAL INVESTED AMOUNT shall mean $[_______________].]

          ["COLLATERAL INTEREST" shall mean a fractional undivided interest in
the Trust which shall consist of the right to receive, to the extent necessary
to make the required payments to the Collateral Interest Holder under this
Supplement, the portion of Collections allocable thereto under the Agreement and
this Supplement, funds on deposit in the Collection Account allocable thereto
pursuant to the Agreement and this Supplement and, subject to the rights of the
Investor Certificateholders with respect thereto, funds on deposit in the Cash
Collateral Account.]

          ["COLLATERAL INTEREST HOLDER" shall mean the entity so designated in
the Loan Agreement.]

          ["COLLATERAL INTEREST SHORTFALL" shall have the meaning specified in
Section 4.02(e).]

          ["COLLATERAL INVESTED AMOUNT" shall mean, when used with respect to
any date, an amount equal to (a) the Collateral Initial Invested Amount, MINUS
(b) the aggregate amount of payments made to the Cash Collateral Depositor
pursuant to Section 4. 11 (d) (iii) prior to such date, MINUS (c) the aggregate
amount of Collateral Charge-Offs for all prior Distribution Dates pursuant to
Section 4.06(c), MINUS (d) the aggregate amount of Reallocated Principal
Collections allocated on all prior Distribution Dates pursuant to Section 4.08
allocable to the Collateral Invested Amount, MINUS (e) an amount equal to the
amount by which the Collateral Invested Amount has been reduced on all prior
Distribution Dates pursuant to Sections 4.06 (a) and (b), and PLUS the amount
allocated and available on all prior Distribution Dates pursuant to Section
4.07(h-5), for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c), (d) and (e) ; PROVIDED, HOWEVER, that the Collateral
Invested Amount may not be reduced below zero.]

          ["COLLATERAL INVESTED PERCENTAGE" shall mean, with respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the Collateral Invested Amount as of the last day of the second
preceding Monthly Period and the denominator of which is the Invested Amount as
of such last day.]

          ["COLLATERAL MONTHLY INTEREST" shall mean the monthly interest
distributable in respect of the Collateral Invested Amount as calculated in
accordance with subsection 4.02(e).]

          ["COLLATERAL MONTHLY PRINCIPAL" shall mean the monthly principal
distributable in respect of the Collateral Invested amount as calculated in
accordance with subsection 4.03(b-1).]

          ["COLLATERAL RATE" shall mean, for any Interest Period, a per annum
rate equal to LIBOR for such Interest Period PLUS [_______]%.]

          ["COLLATERAL SERVICING FEE" shall have the meaning set forth in
Section 3.01.]

          ["COLLATERAL SURPLUS" shall mean, with respect to any Distribution
Date, the excess, if any, of (a) the amount on deposit in the Cash Collateral
Account PLUS the Collateral Invested Amount over (b) the greater of (x) the
Required Collateral Amount or (y) at any time the Class B Invested Amount is
greater than zero and as long As a Rapid Amortization (or Early Accumulation)
Period is not in effect, at the option of the Seller (as evidenced by written
instructions to the Servicer and the Trustee), such higher amount as the Seller
shall specify, from time to time, in such instructions.]

          ["CONTROLLED ACCUMULATION AMOUNT" shall mean (a) for any Distribution
Date with respect to the Class A Accumulation Period, $[______________][;
PROVIDED, HOWEVER, that, if the Class Accumulation Period Length is determined
to be less than [____] months, the Controlled Accumulation Amount for each
Distribution Date with respect to the Class A Accumulation Period will be equal
to (x) the Class A [Initial] [Series] Invested Amount divided by (y) the number
of Distribution Dates from, and including, the first Distribution Date with
respect to the Class A Accumulation Period to, and including, the Class A
Expected Final Payment Date]; and (b) for any Distribution Date with respect to
the Class B Accumulation Period, $[_________].]

          ["CONTROLLED AMORTIZATION AMOUNT" shall mean (a) for any Distribution
Date with respect to the Class A Controlled Amortization Period, $[______]; and
(b) for any Distribution Date with respect to the Class B Controlled
Amortization Period $[_________].]

          ["CONTROLLED AMORTIZATION PERIOD" shall mean the Class A Controlled
Amortization Period and the Class B Controlled Amortization Period.]

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

          ["CONTROLLED DISTRIBUTION AMOUNT" shall mean, for any Distribution
Date with respect to the Controlled Amortization Period, an amount equal to the
sum of the Controlled Amortization Amount for such Distribution Date and any
Deficit Controlled Amortization for the immediately preceding Distribution
Date.]

          ["COVERED AMOUNT" shall mean (a) for any Distribution Date with
respect to the Class A Accumulation Period or the first Special Payment Date, if
such Special Payment Date occurs prior to the Class B Principal Commencement
Date, an amount equal to [one-twelfth of the product of (i) the Class A
Certificate Rate and (ii) the Principal Funding Account Balance, if any, as of
the preceding Distribution Date] [the product of (i) (A) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, times (B) the Class A Certificate Rate in
effect during such Interest Period, and (ii) the Principal Funding Account
Balance, if any, as of the preceding Distribution Date, and (b) for any
Distribution Date with respect to the Class B Accumulation Period or the first
Special Payment Date, if such Special Payment Date occurs on or after the Class
B Principal Commencement Date, an amount equal to [one-twelfth of the product of
(i) the Class B Certificate Rate and (ii) the Principal Funding Account Balance,
if any, as of the preceding Distribution Date] [the product of (i) (A) a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (B) the Class B
Certificate Rate in effect during such Interest Period, and (ii) the Principal
Funding Account Balance, if any, as of the preceding Distribution Date].]

          ["CREDIT ENHANCEMENT" shall mean [___________], up to the Available
Credit Enhancement Amount.]

          ["CREDIT ENHANCEMENT AGREEMENT" shall mean the [_____________________]
agreement among the Depositor, the Servicer and the Credit Enhancement Provider,
dated as of [ ], as amended or modified from time to time.]

          ["CREDIT ENHANCEMENT PROVIDER" shall mean [_____________________].]

          ["DEFAULT DRAW AMOUNT" shall have the meaning specified in Section
4.12(f).]

          ["DEFICIT CONTROLLED ACCUMULATION AMOUNT" shall mean (a) on the first
Distribution Date with respect to the Class A Accumulation Period or the Class B
Accumulation Period, the excess, if any, of the Controlled Accumulation Amount
for such Distribution Date over the amount distributed from the Collection
Account as Class A Monthly Principal or Class B Monthly Principal, as the case
may be, for such Distribution Date and (b) on each subsequent Distribution Date
with respect to the Class A Accumulation Period or the Class B Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for such subsequent
Distribution Date plus any Deficit Controlled Accumulation Amount for the prior
Distribution Date over the Amount distributed from the Collection Account as
Class A Monthly Principal or Class B Monthly Principal, as the case may be, for
such subsequent Distribution Date.]

          ["EARLY ACCUMULATION PERIOD" shall mean [, unless a Pay Out Event
shall have occurred prior thereto,] the period commencing at the closing of
business on the Business Day" immediately preceding the day on which a
Reinvestment Event with respect to Series [ ] is deemed to have occurred and
ending on [the first to occur of (a) the commencement of the Rapid Amortization
Period or (b) the payment in full to the Class A Certificateholders and the
Class B Certificateholders of the Class A Invested Amount and the Class B
Invested Amount, respectively.]

          ["ECONOMIC PAY-OUT EVENT" shall mean a Pay Out Event set forth in
Section 6.011(f)] or [ ].]

          ["ECONOMIC SPECIAL PAYMENT DATE" shall mean the special Payment Date
falling in the Monthly following the Monthly Period in which an Economic Pay-Out
Event is deemed to have occurred.)

          ["ENHANCEMENT INITIAL INVESTMENT AMOUNT" shall mean the aggregate
amount withdrawn from the Cash Collateral Account and applied to the payment of
principal of the Series [ ] Certificates with respect to the Economic Special
Payment Date, if any, pursuant to Section 4.12 (j) (E) and (F).]

          ["ENHANCEMENT INVESTED AMOUNT" shall mean, when used with respect to
any date, an amount equal to (a) the Enhancement Initial Invented Amount, MINUS
(b) the aggregate amount of principal payments made to the Cash Collateral
Depositor pursuant to Section 4.05(d) (iii) prior to such date, MINUS (c) an
amount equal to the amount by which the Enhancement Invested Amount has been
reduced on all prior Distribution Dates pursuant to Section 4.06, and PLUS (d)
the aggregate amount of [Excess Finance Charge Collections and] Excess Spread
allocated and available on all prior Distribution Dates pursuant to Section
4.07(h) for the purpose of reimbursing amounts deducted pursuant to the
foregoing clause (c); PROVIDED, HOWEVER, that (i) unless and until a withdrawal
is made from the Cash Collateral Account and applied to the payment of principal
of the Series [ ] -Certificates with respect to the Economic Special Payment
Date, if any, pursuant to Section 4.12(j)(E) and (F), the Enhancement Invested
Amount shall be zero, and (ii) the Enhancement Invested Amount may not be
reduced below zero.]

          "EXCESS SPREAD" shall mean, with respect to any Distribution Date, the
sum of the amounts, if any specified pursuant to Sections 4.05(a)(iv) and
4.05(b)(iv) with respect to such Distribution Date [plus Collateral Available
Funds as of such Distribution Date].

          ["FINANCE CHARGE SHORTFALL" shall have the meaning specified in
Section 4.09.]

          "FLOATING ALLOCATION PERCENTAGE" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is [the sum of] the [Adjusted]
invested Amount [and the Enhancement Invested Amount, if any,] as of the last
day of the preceding Monthly Period (or with respect to the first Monthly
Period, the initial Invested Amount) and the denominator of which is the product
of (x) the Series [ ] Allocation Percentage with respect to such Monthly Period
and (y) [the sum of (i)] the total amount of Principal Receivables in the Trust
as of such day (or with respect to the first Monthly Period, the total amount of
Principal Receivables in the Trust on the Closing Date) [and (ii) the principal
amount on deposit in the Special Funding Account as of such last day]; PROVIDED,
HOWEVER, that with respect to any Monthly Period in which an Addition Date or a
Removal Date occurs the denominator in (x) (i) above shall be the Series [ ]
Allocation Percentage of (1) the aggregate amount of Principal Receivables in
the Trust at the end of the day on the last day of the prior Monthly Period for
the period from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date and (2) the aggregate amount
of Principal Receivables in the Trust at the end of the day on the related
Addition Date or Removal Date for the period from and including the related
Addition Date or Removal Date to and including the last day of such Monthly
Period [; PROVIDED FURTHER, HOWEVER, that with respect to any Monthly Period in
which the Invested Amount is increased pursuant to Section 4.15, the numerator
above will be (1) the Invested Amount as of the last day of the prior Monthly
Period for the period from and including the first day of such Monthly Period to
but excluding the day the Invested Amount is increased and (2) the Invested
Amount as of the end of the day on which the Invested Amount is increased for
the period from and including such day to and including the last day of such
Monthly Period.

          ["FULL INVESTED AMOUNT" shall mean $[__________].]

          ["FUNDING PERIOD" shall mean the period beginning on and including the
Closing Date to but excluding the earliest to occur of (x) the day on which the
Invested Amount equals the Full Invested Amount, (y) the commencement of the
Rapid Amortization Period and (z) the [ ].

          ["GROUP [ ]" shall mean Series [ ] and each other Series specified in
the related Supplement to be included in Group [______].]

          "GROUP [__] INVESTOR ADDITIONAL AMOUNTS" shall mean, with respect to
any Distribution Date, the sum of (a) Series [ ] Additional Amounts for such
Distribution Date and (b) for all other Series included in Group [ ], the sum of
(i) the aggregate net amount by which the Invested Amounts of such Series have
been reduced as a result of investor charge-offs, subordination of principal
collections and funding the investor default amounts in respect of any Class or
Series Enhancement interests of such Series as of such Distribution Date and
(ii) if the applicable Supplements so provide, the aggregate unpaid amount of
interest at the applicable certificate rates that has accrued on the amounts
described in the preceding clause (i) for such Distribution Date.

          "GROUP [__] INVESTOR DEFAULT AMOUNT" shall mean, with respect to any
Distribution Date, the sum of (a) the Investor Default Amount for such
Distribution Date and (b) the aggregate amount of the investor default amounts
for all other Series included in Group [ ] for such Distribution Date.

          "GROUP [ ] INVESTOR FINANCE CHARGE AND ADMINISTRATIVE COLLECTIONS"
shall mean, with respect to any Distribution Date, the sum of (a) Investor
Finance Charge Collections for such Distribution Date and (b) the aggregate
amount of the investor finance charge collections for all other Series included
in Group [_______] for such Distribution Date.

          "GROUP [ ] INVESTOR MONTHLY FEES" shall mean with respect to any
Distribution Date, the sum of (a) Series [ ] Monthly Fees for such Distribution
Date and (b) the aggregate amount of the servicing fees, investor fees, fees
payable to any Series Enhancer and any other similar fees, which are payable out
of reallocated investor finance charge collections pursuant to the related
Supplements, for all other Series included in Group [__] for such Distribution
Date.

          "GROUP [ ] INVESTOR MONTHLY INTEREST" shall mean, with respect to any
Distribution Date, the sum of (a) series [ ] Monthly Interest for such
Distribution Date and (b) the aggregate amount of monthly interest, including
overdue monthly interest and interest on such overdue monthly interest, if
applicable, for all other Series included in Group [_____] for such Distribution
Date.

          ["INDEX" shall mean [__________].]

          ["INITIAL CASH COLLATERAL AMOUNT" shall mean $[________].]

          ["INITIAL CLASS B COLLATERAL AMOUNT" shall mean $[___________].]

          ["INITIAL SHARED COLLATERAL AMOUNT" shall mean $1[__________].]

          "INITIAL INVESTED AMOUNT" shall mean [the portion of the initial
principal amount of the Series [ ] Certificates that is invested in Principal
Receivables on the Closing Date, which is] [the sum of the Class A Initial
Invested amount, the Class B Initial Invested Amount and the Collateral Initial
Invested Amount] $____________.

          ["INITIAL PRE-FUNDING AMOUNT" shall mean $_____.]

          ["INTEREST DRAW AMOUNT" shall have the meaning specified in Section
4.12 [(b)][(d)].

          ["INTEREST FUNDING ACCOUNT" shall have the meaning set forth in
Section 4.02(c)(i).]

          ["INTEREST FUNDING INVESTMENT PROCEEDS" shall have the meaning
specified in Section 4.02(c)(ii).]

          "INTEREST PAYMENT DATE" shall mean [the [____]th day of each month]
[each [___________], [___________], [___________] and [___________]] [each
[___________] and [___________] [other] (or, if any such day is not a Business
Day, the next succeeding Business Day), [and the Class A Expected Final Payment
Date and the Class B Expected Final Payment Date] commencing [_________].

          ["INTEREST PERIOD" shall mean, with respect to any Interest Payment
Date, the period from and including the Interest Payment Date immediately
preceding such Interest Payment Date (or, in the case of the first Interest
Payment Date, from and including the Closing Date) to but excluding such
interest Payment Date.]

          "INVESTED AMOUNT" shall mean, as of any date of determination, an
amount equal to the sum of (a) the Class A Invested Amount as of such date and
(b) the Class B Invested Amount as of such date [and (c) the Collateral Invested
Amount as of such date].

          "INVESTOR CHARGE-OFFS" shall mean Class A Investor Charge-offs and
Class B Investor Charge-Offs [and Collateral Charge-Offs].

          "INVESTOR DEFAULT AMOUNTS" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Defaulted Amount
for the related Monthly Period and (b) the Floating Allocation Percentage for
such Monthly Period.

          "INVESTOR FINANCE CHARGE COLLECTIONS" shall mean with respect to any
Distribution Date, an amount equal to the product of (a) the Floating Allocation
Percentage for the related Monthly Period and (b) Series [ ] Allocable Finance
Charge Collections deposited in the Collection Account for the related Monthly
Period.

          ["LOAN AGREEMENT" shall mean the agreement among the Depositor, the
Trustee and the [Cash Collateral Depositor] [Collateral Interest Holder], dated
as of the date hereof.]

          ["MONTHLY CASH COLLATERAL FEE" shall have the meaning specified in
Section 4.07(g).)

          "MONTHLY CREDIT ENHANCEMENT FEE" shall have the meaning specified in
Section 4.07(g)]

          "MONTHLY INTEREST" means, with respect to any Distribution Date, the
Class A Monthly Interest and the Class B Monthly Interest and the Collateral
Monthly Interest) for such Distribution Date.

          "MONTHLY SERVICING FEE" shall have the meaning specified in Section
3.01.

          ["Net Servicing Fee Rate" shall mean [_____]%.]

          "PAYMENT DATE" shall mean any Interest Payment Date and any Special
Payment Date.

          ["PAY OUT EVENT" shall mean any Pay Out Event specified in Section
6.01.]

          ["PORTFOLIO ADJUSTED YIELD" shall mean, with respect to any
Distribution Date, the average of the percentages obtained for each of the three
preceding Monthly Periods by subtracting the Bass Rate from the Portfolio Yield
for such Monthly Period and deducting [__]% from the result for each monthly
Period.]

          "PORTFOLIO YIELD" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to (a) the Floating Allocation Percentage with respect to such Monthly Period of
[Investor] [Reallocated Investor] Finance Charge Collections with respect to
such Monthly Period [plus (b) the amount of any Principal Funding Investment
Proceeds for the related Distribution Date] [plus (c) the amount of any interest
Funding investment Proceeds for the related Distribution Date,] (plus (d) any
Excess Finance Charge Collections that are allocated to Series [ ] with respect
to such Monthly Period) (plus (e) the amount of funds, if any, withdrawn from
the Reserve Account which pursuant to Section 4.11(d) are required to be
included as Class A Available Funds or Class B Available Funds for the
Distribution Date with respect to such Monthly Period) MINUS (f) the Investor
Default Amount for the Distribution Date with respect to such Monthly Period,
and the denominator of which is the Invested Amount as of the last day of the
preceding Monthly Period.

          ["PRE-FUNDING ACCOUNT" shall have the meaning specified in Section
4.14(a).)

          ["PRE-FUNDING AMOUNT" shall mean the amount on deposit in the
Pre-Funding Account.]

          "PRINCIPAL ALLOCATION PERCENTAGE" shall mean, with respect to any day
during a Monthly Period, the percentage equivalent (which percentage shall never
exceed 100) of a fraction, the numerator of which is [the sum, of] (a) during
the Revolving Period, the Series Adjusted Invested Amount as of the last day of
the immediately preceding Monthly Period (or, in the case of the first Monthly
Period, the Initial Invested Amount) and (b) during the [Accumulation Period]
[Early Accumulation Period] [Controlled Amortization Period] or the Rapid
Amortization Period, the Series Adjusted Invested Amount as of the last day of
the Revolving Period [and the Enhancement Investment Amount, if any,] and the
denominator of which is the product of (x) (i) the total amount of Principal
Receivables in the Trust as of the last day of the immediately preceding Monthly
Period (or with respect to the first Monthly Period, the total amount of
Principal Receivables in the Trust as of the Closing Date) [and the principal
amount on deposit in the Special Funding Account as of such last day] and (y)
the Series [ ] Allocation Percentage with respect to the Monthly Period in
respect of which the Principal Allocation Percentage is being determined;
PROVIDED, HOWEVER, that with respect to any Monthly Period in which an Addition
Date or a Removal Date occurs, the denominator in (x)(i) above shall be the
Series [ ] Allocation Percentage of (1) the aggregate amount of principal
Receivables in the Trust at the end of the day on the last day of the prior
Monthly Period f or the period from and including the first day of such Monthly
Period to but excluding the related Addition Date or Removal Date and (2) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the related Addition Date or Removal Date for the period from and including the
related Addition Date or Removal Date to and including the last day of such
Monthly Period [; PROVIDED, FURTHER, HOWEVER, that with respect to any Monthly
Period in which the Invested Amount is increased pursuant to Section 4.15, the
numerator in (a) above will be (1) the Invested Amount as of the last day of the
prior Monthly Period for the period from and including the first day of such
Monthly Period to but excluding the day the Invested Amount is increased and (2)
the Invested Amount as of the end of the day on which the Invested Amount is
increased for the period from and including such day to and including the last
day of such Monthly Period] [; PROVIDED FURTHER, HOWEVER, that if after the
commencement of the [Accumulation Period] [Early Accumulation Period]
[Controlled Amortization Period] or the Rapid Amortization Period, a Pay Out
Event occurs with respect to another Series that was designated in the
Supplement therefor as a Series that is a "Paired Series" with respect to Series
[ ], the Depositor may, by written notice delivered to the Trustee and the
Servicer, designate a different numerator for the foregoing fraction, provided
that (x) such numerator is not less than the [Adjusted] Invested Amount for such
Paired Series as of the last day of the Monthly Period preceding such Pay-Out
Event and (y) the Depositor 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.]

          ["PRINCIPAL FUNDING ACCOUNT" shall have the meaning specified in
Section 4.03(c)(i).]

          ["PRINCIPAL FUNDING ACCOUNT BALANCE" shall mean, with respect to any
date of determination during the Accumulation Period, the principal amount, if
any, on deposit in the Principal Funding Account on such date of determination.]

          ["PRINCIPAL BINDING INVESTMENT PROCEEDS" shall have the meaning
specified in Section 4.03(c)(ii).]

          ["PRINCIPAL FUNDING INVESTMENT SHORTFALL" shall mean, with respect to
each [Interest] [Monthly] Period during the Accumulation Period, the amount, if
any, by which the Principal Funding Investment Proceeds are less than the
Covered Amount.]

          ["PRINCIPAL SHORTFALL" shall have the meaning specified in Section
4.10.]

          "RAPID AMORTIZATION PERIOD" shall mean the period commencing at the
close of business on the Business Day immediately preceding the day on which a
Pay-Out Event with respect to Series [ ] is deemed to have occurred, and ending
on the first to occur of (i) the payment in full to the Class A
Certificateholders and the Class B Certificateholders of the Class A Invested
Amount and the Class B Invested Amount, respectively [, and the payment in full
to the Cash Collateral Depositor of the Enhancement Invested Amount, if any,] or
(ii) the Termination Date.

          ["RATE DETERMINATION DATE" shall mean [__________] for the period from
[__________] through [__________], and thereafter, [__________].]

          "REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS" shall mean that
portion of Group [__] Investor Finance charge Collections allocated to Series [
] [pursuant to Section 4.09A plus any Collections of Finance Charge Receivables
allocated to any Series expressly subordinated to Series [ ] which are available
for application pursuant to Sections 4.05 and 4.07.]

          ["REALLOCATED PRINCIPAL COLLECTIONS" shall mean, with respect to any
Monthly Period, the product of (a) the Principal Allocation Percentage of the
aggregate amount of Collections in respect of Principal Receivables deposited in
the Collection Account for such Monthly Period and (b) the [sum of the] Class B
Principal Percentage [and the Collateral Principal Percentage], with respect to
the [Accumulation Period] [Controlled Amortization Period] [early Accumulation
Period] or the Rapid Amortization Period.

          "REASSIGNMENT AMOUNT" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date, the sum of (i) the [Adjusted] Invested Amount on such
Distribution Date, [plus (ii) the Enhancement Invested Amount, if any, on such
Distribution Date,] plus (iii) monthly Interest for such Distribution Date and
any Monthly Interest previously due but not distributed to the Series [ ]
Certificateholders (or deposited to the Interest Funding Account on a prior
Distribution Date, plus (iv) the amount of Additional Interest, if any, or such
Distribution Date and any Additional Interest previously due but not distributed
to the Series [ ] Certificateholders [or deposited to the Interest Funding
Account] on a prior Distribution Date.

          "REIMBURSEMENT DRAW AMOUNT" shall have the meaning specified in
Section 4.12[(c)] [(g)].)

          ["REINVESTMENT EVENT" shall mean any Reinvestment Event specified in
Section 6.01.]

         "REQUIRED AMOUNT" shall have the meaning specified in Section 4.04.

          ["REQUIRED CASH COLLATERAL AMOUNT" shall mean (i) and (ii) on any
Distribution Date thereafter, ___% the Invested Amount as of the last day of the
Monthly Period preceding such Distribution Date, but not less than $_________;
PROVIDED, HOWEVER, that if either (a) there is a withdrawal from the Cash
Collateral Account pursuant to Section 4.12(c), (d), (e), (f) or (g) [or any
reduction in the Collateral Invested Amount pursuant to clauses (c), (d) or (e)
of the definition thereof] during the Controlled [Amortization] [Accumulation]
Period or (b) a Pay-Out Event [or a Reinvestment Event] with respect to the
Series Certificates [ ] Certificates has occurred, the Required [Cash]
Collateral Amount for any Distribution Date thereafter shall equal the Required
[Cash] Collateral Amount for the Distribution Date immediately preceding such
withdrawal or Pay-Out Event [or Reinvestment Event].]

          "REQUIRED DRAW AMOUNT" shall have the meaning specified in Section
4.12(c)-l

          ["REQUIRED RESERVE ACCOUNT AMOUNT" shall mean, with respect to any
Distribution Date on or after the Reserve Account Funding Date, an amount equal
to (1) [______]% of the Invested Amount as of the preceding Distribution Date
(after giving effect to all changes therein on such date) or (2) any other
amount designated by the Depositor, provided that the Depositor 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.]

          ["RESERVE ACCOUNT" shall have the meaning specified in Section
4.11(a).]

          ["RESERVE ACCOUNT FUNDING DATE" shall mean (1) the Distribution Date
with respect to the Monthly Period which commences [_____] months prior to the
commencement of the Class A Accumulation Period; PROVIDED, that the Depositor
may delay the Reserve Account Funding Date to the Distribution Date which occurs
not later than the earliest of (a) the Distribution Date with respect to the
Monthly Period which commences [__] months prior to the commencement of the
Class A Accumulation Period, (b) the first Distribution Date for which the
Portfolio Adjusted Yield is less than [ ] but in such event the Reserve Account
Funding Date shall not be required to occur earlier than the Distribution Date
with respect to the Monthly Period which commences [_____] months prior to the
commencement of the Class A Accumulation Period, (c) the first Distribution Date
for which the Portfolio Adjusted Yield is less than [__]%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than the
Distribution Date which commences [_____] months prior to the commencement of
the Class A Accumulation Period, or (d) the first Distribution Date for which
the Portfolio Adjusted Yield is less than [_____]%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than the
Distribution Date which commences [____] months prior to the commencement of the
Class A Accumulation Period or (2) any other date designated by the Depositor;
PROVIDED, that the Depositor 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.]

          ["RESERVE ACCOUNT SURPLUS" shall mean, as of any date of
determination, the amount, if any, by which the amount on deposit in the Reserve
Account exceeds the Required Reserve Account Amount.]

          ["RESERVE DRAW AMOUNT" shall have the meaning specified in Section
4.11(c).]

          "REVOLVING PERIOD" shall mean the period beginning at the close of
business on the Series Cut-Off Date and ending on the earlier of (a) the close
of business on the day immediately preceding the day the [Class A Accumulation
Period] [Class A Controlled Amortization Period] commences and (b) the close of
business on the day immediately preceding the day the Early Amortization
[Accumulation] Period commences.

          "SERIES CUT-OFF DATE" shall mean the close of business on
[__________________ __].

          "SERIES [ ] " shall mean the Series of Certificates the terms of which
are specified in this Supplement.

          "SERIES [ ] ADDITIONAL AMOUNTS" shall mean, with respect to any
Distribution Date, the sum of the amounts determined pursuant to Sections
4.07(b), (f) and (h-5) for such Distribution Date.

          "SERIES [ ] ALLOCABLE FINANCE CHARGE COLLECTIONS" shall mean the
Series Allocable Finance Charge Collections with respect to Series [ ].

          "SERIES [ ] ALLOCATION PERCENTAGE" shall mean the Series Allocation
Percentage with respect to Series [ ].

          "SERIES [ ] CERTIFICATE" shall mean a Class A Certificate or a Class B
Certificate [or the Collateral Interest].

          "SERIES [ ] CERTIFICATEHOLDER" shall mean a Class A Certificateholder
or a Class B Certificateholder [or the Collateral Interest Holder].

          "SERIES [ ] CERTIFICATEHOLDERS' INTEREST" shall mean the Class
Certificateholders' Interest and the Class B Certificateholders' Interest [and
the Collateral Interest].

          "SERIES [ ] MONTHLY FEES" shall mean, with respect to any Distribution
Date, the amount determined pursuant to Section 4.05(a)(ii) and (b)(ii) and
Section 4.07(h-2)].

          "SERIES [ ] MONTHLY INTEREST" shall mean the amounts determined
pursuant to Sections 4.02(a), (b) and (e); PROVIDED, HOWEVER, that for purposes
of Section 4.09A the amount Determined pursuant to subsection 4.02(e) shall be
determined based on the lesser of the Collateral Rate and [____]% per annum.

          "SERIES [ ] PRINCIPAL SHORTFALL" shall have the meaning specified in
Section 4.10.

          "SERIES INVESTED AMOUNT" shall mean [the Initial Invested Amount] [the
Initial Invested Amount plus the amount of any withdrawals from the Pre-Funding
Account in connection with the purchase of an additional interest in Principal
Receivables pursuant to Section 4.15] [other formula].

          "SERIES REQUIRED SELLER AMOUNT" shall mean an amount equal to [__]% of
the Initial Invested Amount.

          ["SERIES INTERCHANGE" shall mean, for any Monthly Period, the product
of (a) the Floating Allocation Percentage for such Monthly Period and (b) the
portion of Series [ ] Allocable Finance Charge Collections with respect to such
Monthly Period that is attributable to Interchange; PROVIDED, HOWEVER, that
Servicer Interchange for a Monthly Period shall not exceed one-twelfth of the
product of (i) the sum of the Invested Amount [and the Enhancement Invested
Amount, if any,] as of the last day of such Monthly Period and (ii) [___]%.]

          ["SERVICING BASE AMOUNT" shall have the meaning specified in Section
3.01.]

          ["SERVICING DRAW AMOUNT" shall have the meaning specified in Section
4.12(e).]

          "SERVICING FEE RATE" shall mean [____]%.

          ["SERVICING DRAW AMOUNT" shall have the meaning specified in Section
4.12[(d)][(h)].]

          "SPECIAL PAYMENT DATE" shall mean each Distribution Date with respect
to the Rapid Amortization Period.

          "SUBORDINATED SERIES" shall mean any Series which, pursuant to the
terms of the related Supplement, is subordinated in any manner to the Series [ ]
Certificates.

          "SUBORDINATED SERIES REALLOCATED PRINCIPAL COLLECTIONS" shall mean,
with respect to any Distribution Date, that portion of Collections of Principal
Receivables allocable to a Subordinated Series which, pursuant to the terms of
the related Supplement, are to be reallocated to Series [ ] and treated as a
portion of Available Principal Collections for such Distribution Date.

          ["TOTAL DRAW AMOUNT" shall have the meaning specified in Section
4.12[(e)] [(j)].]

          "TERMINATION DATE" mean the [_________] Distribution Date.

          "DEPOSITOR PERCENTAGE" shall mean 100% MINUS (a) the Floating
Allocation Percentage, when used at any time with respect to Finance Charge
Receivables and Defaulted Receivables, (b) the Floating Allocation Percentage,
when used with respect to Principal Receivables during the Revolving Period and
(c) the Principal Allocation Percentage, when used with respect to Principal
Receivables during the Controlled [Amortization] [Accumulation] Period and the
Rapid Amortization Period [and any Early Accumulation Period].

          (b) Notwithstanding anything to the contrary in this Supplement or the
Agreement, the term "Rating Agency" shall mean, whenever used in this Supplement
or the Agreement with respect to Series [ ] [Moody's] [Standard & Poor's] [other
Rating Agency]. As used in this Supplement and in the Agreement with respect to
Series [ ], "highest investment category" shall mean (i) in the case of Standard
& Poor's, [_____] or [_____], as applicable, and (ii) in the case of Moody's,
[_____] or [_____] as applicable[; PROVIDED, HOWEVER, that notwithstanding any
other provision of the Agreement or this Supplement to the contrary, for
purposes of the investment of funds in the Cash Collateral Account (but only to
the extent such funds exceed the Available Shared Collateral Amount on any date)
and, on and after the Class B Principal Commencement Date, the Principal Funding
Account and the Reserve Account, "highest investment category" as used in the
definition of "Eligible Investments" shall mean (i) in the case of Standard &
Poor's, [_____] or [_____], as applicable, and (ii) in the case of Moody's,
[_____] or [_____], as applicable.]

          (c) Each capitalized term defined herein shall relate to the Series [
] Certificates and no other Series of Certificates issued by the Trust. All
capitalized terms used herein and not otherwise defined herein have the meanings
ascribed to them in the Agreement. In the event that any term or provision
contained herein shall conflict with or be inconsistent with any term or
provision contained in the Agreement, the terms and provisions of this
Supplement shall govern.

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


                                   ARTICLE III

                              SERVICER AND TRUSTEE

          Section 3.01. SERVICING COMPENSATION. The share of the Servicing Fee
allocable to the Series [ ] Certificateholders with respect to any Distribution
Date (the "Monthly Servicing Fee") shall be equal to one-twelfth of the product
of (a) the Servicing Fee Rate and (b)(i) the sum of the [Adjusted] Invested
Amount [and the Enhancement Invested Amount, if any,] as of the last day of the
Monthly Period preceding such Distribution Date, minus (ii) the product of the
amount, if any, on deposit in the Special Funding Account as of the last day of
the Monthly Period preceding such Distribution Date and the Floating Allocation
Percentage with respect to such Monthly Period (the amount calculated pursuant
to this clause (b) is referred to as the "Servicing Base Amount"); PROVIDED,
HOWEVER, that with respect to the first Distribution Date, the Monthly Servicing
Fee shall be equal to $[__________]. [On each Distribution Date, Servicer
Interchange with respect to the related Monthly Period that is on deposit in the
Collection Account shall be withdrawn from the Collection Account and paid to
the Servicer in payment of a portion of the Monthly Servicing Fee with respect
to such Monthly Period. In the case of any insufficiency of Servicer Interchange
on deposit in the Collection Account, a portion of the Monthly Servicing Fee
with respect to such Monthly Period will not be paid to the extent of such
insufficiency of Servicer Interchange.] The share of the Monthly Servicing Fee
allocable to the Class A Certificateholders [(after giving effect to the
distribution of Servicer Interchange, if any, to the Servicer)] with respect to
any Distribution Date (the "Class A Servicing Fee") shall be equal to
one-twelfth of the product of (a) the Class A Floating Percentage, (b) the [Net]
Servicing Fee Rate and (c) the Servicing Base Amount; PROVIDED, HOWEVER, that
with respect to the first Distribution Date, the Class A Servicing Fee shall be
equal to $[__________]. The share of the Monthly Servicing Fee allocable to the
Class B Certificateholders [(after giving effect to the distribution of Servicer
Interchange, if any, to the Servicer)] with respect to any Distribution Date
(the "Class B Servicing Fee") shall be equal to one-twelfth of the product of
(a) the Class 13 Floating Percentage, (b) the [Net] Servicing Fee Rate and (c)
the Servicing Base Amount; PROVIDED, HOWEVER, that with respect to the first
Distribution Date, the Class B Servicing Fee shall be equal to $[__________].
[The share of the Monthly Servicing Fee allocable to the Collateral Interest
[(after giving effect to the distribution of Servicer Interchange, if any, to
the Servicer)] with respect to any Distribution Date (the "Collateral Servicing
Fee") shall be equal to one-twelfth of the product of the (a) Collateral
Invested Percentage (b) the [Net] Servicing Fee Rate and (c) the Servicing Base
Amount; PROVIDED, HOWEVER, that with respect to the first Distribution Date, the
Collateral Servicing Fee shall be equal to [__________].] The remainder of the
Servicing Fee shall be paid by the Holder of the Depositor Certificate or the
Certificateholders of other Series (as provided in the related Supplements) and
in no event shall the Trust, the Trustee, the Series [ ] Certificateholders or
the [Cash Collateral Depositor] [Credit Enhancement Provider] be liable for the
share of the Servicing Fee to be paid by the Holder of the Depositor Certificate
or the Certificateholders of any other Series. The (i) Class A Servicing Fee
shall be payable to the Servicer solely to the extent amounts are available for
distribution in respect thereof pursuant to Section 4.05(a)(ii), 4.07(a),
4.08(a) or 4.12(c)]; and the Class B Servicing Fee shall be payable solely to
the extent amounts are available for distribution in respect thereof pursuant to
Section 4.05(b) (ii), 4.07(d) for 4.12(e) [and (iii) the Collateral Servicing
Fee shall be payable solely to the extent amounts are available for distribution
with respect thereto pursuant to Section 4.05[(b-1)(i)], 4.05(b)(ii) [or
4.07(h-2)].


                                   ARTICLE IV

                 RIGHTS OF SERIES [ ]_-_ CERTIFICATEHOLDERS AND
                    ALLOCATION AND APPLICATION OF COLLECTIONS

          Section 4.01. COLLECTIONS AND ALLOCATIONS.

          (a) ALLOCATIONS. Collections of Finance Charge Receivables and
Principal Receivables and Defaulted Receivables allocated to Series [ ] pursuant
to Article IV of the Agreement (and, as described herein, Collections of Finance
Charge Receivables reallocates from other Series in Group [__]) shall be
allocated and distributed or reallocated as set forth in this Article.

          (b) PAYMENTS TO THE DEPOSITOR. The Servicer shall on Deposit Dates
withdraw from the Collection Account and pay to the Depositor, the following
amounts:

               (i) an amount equal to the Depositor's Percentage for the related
Due Period of Series [ ] Allocable Finance Charge Collections to the extent such
amount is deposited in the Collection Account; and

               (ii) an amount equal to the Transferor's Percentage for the
related Due Period of Series Allocable Principal Collections deposited in the
Collection Account, if the Depositor Amount (determined after giving effect to
any Principal Receivables transferred to the Trust on such Deposit Date) exceeds
zero.

          The withdrawals to be made from the Collection Account pursuant to
this Section 4.01(b) do not apply to deposits into the Collection Account that
do not represent Collections, including payment of the purchase price for the
Certificateholders, Interest pursuant to Section 2.06 or 10.01 of the Agreement,
payment of the purchase price for the Series [ ] Certificateholders' Interest
pursuant to Section 2.06 or 10.01 of this Supplement and proceeds from the sale,
disposition or liquidation of Receivables pursuant to Section 9.01 or 12.02 of
the Agreement.

          Section 4.02. DETERMINATION OF MONTHLY INTEREST [; INTEREST FUNDING
                        ACCOUNT]

          (a) The amount of monthly interest ("Class A Monthly Interest")
distributable from the Collection Account with respect to the Class A
Certificates on any Distribution Date shall be an amount equal to [one-twelfth
of] the product of (i) [(A) a fraction, the numerator of which in the actual
number of days in the related Interest Period and the denominator of which is
360, times (B)] the Class A Certificate Rate and (ii) [the sum of (A)] the Class
A Invested Amount [and (B) [the product of the Class A Floating Percentage and]
the Pre-Funding Amount, each] as of close of business on the last day of the
preceding Monthly Period; PROVIDED, HOWEVER, with respect to the first
Distribution Date, Class A Monthly Interest shall be equal to $[__________].
[Class A Monthly Interest shall be calculated on the basis of a 360-day year of
twelve 30-day months.]

          On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class A Interest Shortfall"),
of (x) the Class A Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class A Monthly
Interest on such Distribution Date (after giving effect to any withdrawal from
the [Cash Collateral Account][Credit Enhancement] with respect to such
Distribution Date). If the Class A Interest Shortfall with respect to any
Distribution Date is greater than zero, an additional amount ("Class A
Additional Interest") equal to [one-twelfth) of the product of (i) [(A) a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (B)] the Class A
Certificate Rate and (ii) such Class A Interest Shortfall (or the portion
thereof which has not been paid to the Class A Certificateholders [or deposited
to the Interest Funding Account]) shall be payable as provided herein with
respect to the Class A Certificates on each Distribution Date following such
Distribution Date to and including the Distribution Date on which a Class A
Interest Shortfall is paid to the Class A Certificateholders. Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be payable or
distributed to the Class A Certificateholders only to the extent permitted by
applicable law.

          (b) The amount of monthly interest ("Class B Monthly Interest")
distributable from the Collection Account with respect to the Class B
Certificates on any Distribution Date shall be an amount equal to [one-twelfth
of] the product of (i) [(A) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of which is
360, times (B)] the Class B Certificate Rate and (ii) [the sum of (A)] the Class
B Invested Amount [and (B) [the product of the Class B Floating Percentage and]
the Pre-Funding Amount, each] as of the close of business on the last day of the
preceding Monthly Period; PROVIDED, HOWEVER, with respect to the first
Distribution Date, Class B Monthly Interest shall be equal to $[__________].
[Class B Monthly Interest shall be calculated on the basis of a 360-day year of
twelve 30-day months.]

          On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
of (x) the Class B Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class B Monthly
Interest on such Distribution Date (after giving effect to any withdrawal from
the [Cash Collateral Account] [Credit Enhancement] with respect to such
Distribution Date) . If the Class B Interest Shortfall with respect to any
Distribution Date is greater than zero, an additional amount ("Class B
Additional Interest") equal to [one-twelfth of] the product of (i) [(A) a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (B)] the Class B
Certificate Rate and (ii) such Class B Interest Shortfall (or the portion
thereof which has not been paid to the Class B Certificateholders [or deposited
to the Interest Funding Account]) shall be payable as provided herein with
respect to the Class B Certificates on each Distribution Date following such
Distribution Date to and including the Distribution Date on which such Class B
Interest Shortfall is paid to the Class B Certificateholders. Notwithstanding
anything to the contrary herein, Class B Additional Interest shall be payable or
distributed to the Class B Certificateholders only to the extent permitted by
applicable law.

          (c) INTEREST FUNDING ACCOUNT.

               (i) The Servicer, for the benefit of the Series [ ]
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Interest Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series [ ] Certificateholders. The
Interest Funding Account shall initially be established with [the Trustee].

               (ii) At the direction of the Servicer, funds on deposit in the
Interest Funding Account shall 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 Series [ ] Certificateholders;
PROVIDED, that on each Distribution Date any interest and other investment
income (net of losses and investment expenses) (Interest Funding Investment
Proceeds") on funds on deposit therein shall be applied as set forth in
paragraph (iii) below. Funds on deposit in the Interest Funding Account shall be
invested in Eligible Investments that will mature so that such funds will be
available at the close of business on the Transfer Date preceding the following
Distribution Date. Unless the Servicer directs otherwise, funds deposited in the
Interest Funding Account on a Transfer Date (which immediately precedes a
Payment Date) upon the maturity of any Eligible Investments are not required to
be invested overnight.

               (iii) On each Distribution Date, the Servicer shall direct the
Trustee to withdraw from the Interest Funding Account and [deposit into the
Collection Account] [pay to the Depositor] all Interest Funding Investment
Proceeds then on deposit in the Interest Funding Account [and such Interest
Funding Investment Proceeds shall be treated as a portion of (x) prior to the
Class B Principal Commencement Date, Class A Available Funds and (y) thereafter,
Class B Available Funds, in each case for such Distribution Date].

               (iv) Reinvested interest and other investment income on funds
deposited in the Interest Funding Account shall not be considered to be
principal amounts on deposit therein for purposes of this Supplement.

          (d) CONTROL OF INTEREST FUNDING ACCOUNT.

               (i) The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Interest Funding Account and in
all proceeds thereof. The Interest Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Series [ ]
Certificateholders. If, at any time, the Interest 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 Interest Funding
Account meeting the conditions specified in paragraph (c)(i). above as an
Eligible Deposit Account and shall transfer any cash or any investments to such
new Interest Funding Account.

               (ii) Pursuant to the authority granted to the Servicer in Section
3.01(b) of the Agreement, the Servicer shall have the power, revocable by the
Trustee, to make withdrawals and payments or to instruct the Trustee to make
withdrawals and payments from the Interest Funding Account for the purposes of
carrying out the Servicer's or Trustee's duties hereunder. Pursuant to the
authority granted to the Paying Agent in Section 5.01 of this Supplement and
Section 6.07 of the Agreement, the Paying Agent shall have the power, revocable
by the Trustee, to withdraw funds from the Interest Funding Account for the
purpose of making distributions to the Series [ ] Certificateholders.

          (e) [The amount of monthly interest ("Collateral Monthly Interest")
distributable from the Collection Account with respect to the Collateral
Invested Amount on any Distribution Date shall be an amount equal to the product
of (i) the Collateral Rate in effect with respect to the applicable Interest
Period, (ii) the Collateral Invested Amount as of the close of business on the
preceding Distribution Date (after giving effect to any increase or decrease in
the Collateral Invested Amount on such preceding Distribution Date); PROVIDED
that in the case of the first Distribution Date Collateral Monthly Interest
shall be equal to $[_______________].

          On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Collateral Interest Shortfall") equal
to (x) the aggregate Collateral Monthly Interest for the Interest Period
applicable to such Distribution Date MINUS (y) the amount which will be on
deposit in the Collection Account and allocable to the Collateral Invested
Amount on such Distribution Date. If the Collateral Interest Shortfall with
respect to any Distribution Date is greater than zero, on each subsequent
Distribution Date until such Collateral Interest Shortfall is fully paid, an
additional amount ("Collateral Additional Interest") shall be payable as
provided herein with respect to the Collateral Invested Amount on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Collateral Interest Shortfall is paid to the
Collateral Interest Holder, equal to the product of (i) the Collateral Rate in
effect with respect to the applicable Interest Period, (ii) such Collateral
Interest Shortfall (or the portion thereof which has not been paid to the
Collateral Interest Holder) and (iii) a fraction the numerator of which is the
actual number of days in the Interest Period ending immediately prior to such
Distribution Date and the denominator of which is 360. Notwithstanding anything
to the contrary herein, Collateral Additional Interest shall be payable or
distributed to the Collateral Interest Holder only to the extent permitted by
applicable law.)

          Section 4.03. DETERMINATION OF MONTHLY PRINCIPAL [; PRINCIPAL FUNDING
                        ACCOUNT; CLASS A ACCUMULATION PERIOD.]

          (a) The amount of monthly principal ("Class A Monthly Principal")
distributable from the Collection Account with respect to the Class A
Certificates on each Distribution Date, beginning with the first to occur of (i)
the first Special Payment Date, if any, and (ii) the first Distribution Date
with respect to the [Class A Accumulation Period] [Class A Controlled
Amortization Period] [Early Accumulation Period], shall be equal to the least of
(x) the Available Principal Collections on deposit in the Collection Account
with respect to such Distribution Date, (y) for each Distribution Date with
respect to the [Class A Accumulation Period] [Class A Controlled Amortization
Period], the [Controlled Deposit Amount] [Controlled Distribution Amount] for
such Distribution Date and (z) the Class A [Adjusted] Invested Amount on such
Distribution Date.

          (b) The amount of monthly principal ("Class B Monthly Principal")
distributable from the Collection Account with respect to the Class B
Certificates on each Distribution Date, beginning with the Class B Principal
Commencement Date [or during an Early Accumulation Period], shall be equal to
the least of (x) the Available Principal Collections on deposit in the
Collection Account with respect to such Distribution Date (minus the portion of
such Available Principal Collections applied to Class A Monthly Principal on
such Distribution Date), (y) for each Distribution Date with respect to the
[Class B Accumulation Period] [Class B Controlled Amortization Period] the
[Controlled Deposit Amount] [Controlled Distribution Amount] for such
Distribution Date and (z) the Class B [Adjusted] Invested Amount on such
Distribution Date.

          [(b-1) The amount of monthly principal ("Collateral Monthly
Principal") distributable from the Collection Account to the Collateral Interest
Holder with respect to the Collateral Interest on each Distribution Date shall
be an amount equal to the lesser of (A) the excess, if any, of the Collateral
Invested Amount (after taking into account adjustments to be made on such
Distribution Date pursuant to Sections 4.06.and 4.08) over the Required
Collateral Amount on such Distribution Date or (B) the Available Principal
Collections on such Distribution Date.]

          (c) PRINCIPAL FUNDING ACCOUNT.

               (i) The Servicer, for the benefit of the Series [ ]
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series [ ] Certificateholders. The
Principal Funding Account shall initially be established with [the Trustee].

               (ii) At the direction of the Servicer, funds on deposit in the
Principal Funding Account shall 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 Series [ ] Certificateholders;
provided, that on each Distribution Date all interest and other investment
income (net of losses and investment expenses) ("Principal Funding Investment
Proceeds") on funds on deposit therein shall be applied as set forth in
paragraph (iii) below. Funds on deposit in the Principal Funding Account shall
be invested in Eligible Investments that will mature so that such funds will be
available at the close of business on the Transfer Date preceding the following
Distribution Date. Unless the Servicer directs otherwise, funds deposited in the
Principal Funding Account on a Transfer Date (which immediately precedes a
Payment Date) upon the maturity of any Eligible Investments are not required to
be invested overnight.

               (iii) On each Distribution Date with respect to [the Accumulation
Period] [an Early Accumulation Period], the Servicer shall direct the Trustee to
withdraw from the Principal Funding Account and deposit into the Collection
Account all Principal Funding Proceeds then on deposit in the Principal Funding
Account and such Principal Funding Investment Proceeds shall be treated as a
portion of (x) prior to the Class B Principal Commencement Date, Class A
Available Funds and (y) thereafter, Class B Available Funds, in each case for
such Distribution Date.

               (iv) Reinvested interest and other investment income on funds
deposited in the Principal Funding Account shall not be considered to be
principal amounts on deposit therein for purposes of this Supplement.

          (d) CONTROL OF PRINCIPAL FUNDING ACCOUNT.

               (i) The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Principal Funding Account and in
all proceeds thereof. The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Series [ ]
Certificateholders. If, at any time, the Principal 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 Principal Funding
Account meeting the conditions specified in paragraph (c)(i) above as an
Eligible Deposit Account and shall transfer any cash or any investments to such
new Principal Funding Account.

               (ii) Pursuant to the authority granted to the Servicer in Section
3.01(b) of the Agreement, the Servicer shall have the power, revocable by the
Trustee, to make withdrawals and payments or to instruct the Trustee to make
withdrawals and payments from the Principal Funding Account for the purposes of
carrying out the Servicer's or Trustee's duties hereunder. Pursuant to the
authority granted to the Paying Agent in Section 5.01 of this Supplement and
Section 6.07 of the Agreement, the Paying Agent shall have the power, revocable
by the Trustee, to withdraw funds from the Principal Funding Account for the
purpose of making distributions to the Series [ ] Certificateholders.]

          [(d) The Class A Accumulation Period is scheduled to commence at the
close of business on the last Business Day of [_____]; PROVIDED, HOWEVER, that
if the Class A Accumulation Period Length (determined as described below) is
less than [____] months, the date on which the Class A Accumulation Period
actually commences will be delayed to the last Business Day of the month that is
the number of months prior to [_____], equal to the Class A Accumulation Period
Length and, as a result, the number of Monthly Periods in the Class A
Accumulation Period will equal the Class A Accumulation Period Length. On the
Determination Date immediately preceding the [_____] Distribution Date, the
Servicer will determine the "Class A Accumulation Period Length" which will be
equal to the product, rounded upwards to the nearest whole number, of (a)
[_____] months and (b) a fraction, the numerator of which is equal to the sum of
(i) the Series Invested Amount, (ii) the series invested amounts of all then
outstanding Series which are not scheduled to be in their revolving periods for
the entire period from [_____] to the last Business Day of [_____], (iii) the
series invested amounts of any other Series which are not Principal Sharing
Series and (iv) the series invested amounts of any other Series designated by
the Depositor in a written notice delivered to the Servicer on or prior to such
Determination Date, and the denominator of which is equal to the series invested
amounts of all then outstanding Series (including Series [ ]). Notwithstanding
the foregoing, unless a Pay Out Event occurs with respect to Series [ ], the
Class A Accumulation Period will commence on the last Business Day of [_____]
if, prior to such date, a Pay out Event shall have occurred with respect to any
other Series (other than a Series designated pursuant to clause (iii) or (iv)
above). In addition, if the Class A Accumulation Period Length shall have been
determined to be less than [ ] months and, after the date on which such
determination is made, a Pay Out Event shall occur with respect to any
outstanding Series other than Series [ ], the Class A Accumulation Period will
commence on the earlier of (i) the first day of the Monthly Period immediately
succeeding the date that such Pay Out Event shall have occurred with respect to
such Series and (ii) the date on which the Class A Accumulation Period is then
scheduled to commence.]

         Section 4.04. REQUIRED AMOUNT. With respect to each Distribution Date,
on the related Determination Date, the Servicer shall determine the amount (the
"Class A Required Amount"), if any, by which (a) the sum of (i) Class A Monthly
Interest for such Distribution Date, (ii) any Class A Monthly Interest
previously due but not paid to the Class A Certificateholders [or deposited to
the Interest Funding Account] on a prior Distribution Date, (iii) any Class A
Additional interest previously due but not paid to the Class A
Certificateholders [or deposited to the Interest Funding Account] on a prior
Distribution Date, (iv) the Class A Servicing Fee for such Distribution Date,
(v) any Class A Servicing Fee previously due but not paid to the Servicer, and
(vi) the Class A Investor Default Amount, if any, for such Distribution Date
exceeds (b) the Class A Available Funds. In the event that the [Class A]
Required Amount for such Distribution Date is greater than zero, the Servicer
shall give written notice to the Trustee of such positive Required Amount on the
date of computation.

          [(b) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), if any, by which (a) the sum of (i) Class B Monthly Interest
for such Distribution Date, (ii) any Class B Monthly Interest previously due but
not paid to the Class B Certificateholders, (iii) Class B Additional Interest,
if any, for such Distribution Date and (iv) the Class B Investor Default Amount,
if any, (v) the Class B Servicing Fee for such Distribution Date and (vi) any
Class A Servicing Fee previously due but not paid to the Servicer exceeds (b)
the amounts available therefor pursuant to subsections 4.05(b)(i), (ii) and
(iii) and 4.07(c), (d) or (e) PLUS any other funds available to the Trust to
cover the amounts referred to in clauses (i) through (vi) above. In the event
that the Class B Required Amount for such Distribution Date is greeter than
zero, the Servicer shall give written notice to the Trustee of such positive
Class B Required Amount on the date of computation.]

          Section 4.05. APPLICATION OF CLASS A AVAILABLE FUNDS, CLASS B
AVAILABLE FUNDS AND AVAILABLE PRINCIPAL COLLECTIONS. The Servicer shall apply,
or shall cause the Trustee to apply, on each Distribution Date, Class A
Available Funds, Class B Available Funds and Available Principal Collections on
deposit in the Collection Account with respect to such Distribution Date to make
the following distributions:

          (a) On each Distribution Date, an amount equal to the Class A
Available Funds with respect to such Distribution Date will be distributed in
the following priority:

               [(i) an amount equal to Class A Monthly Interest for such
Distribution Date, PLUS the amount of any Class A Monthly Interest previously
due but not distributed to Class A Certificateholders [or deposited to the
Interest Funding Account] on a prior Distribution Date, PLUS the amount of any
Class A Additional Interest for such Distribution Date and any Class A
Additional Interest previously due but not distributed to Class A
Certificateholders [or deposited to the Interest Funding Account] on a prior
Distribution Date, shall be [distributed to the Paying Agent for payment to the
Class A Certificateholders] [deposited in the Interest Funding Account for
distribution to the Paying Agent for payment to Class A Certificateholders on
the applicable Payment Date];

               (ii) an amount equal to the Class A Servicing Fee for such
Distribution Date, plus the amount of any Class A Servicing Fee previously due
but not distributed to the Servicer on a prior Distribution Date, shall be
distributed to the Servicer (unless such amount has been netted against deposits
to the Collection Account in accordance with Section 4.03 of the Agreement);

               (iii) an amount equal to the Class A Investor Default Amount for
such Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date; and

               (iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.07.

          (b) On each Distribution Date, an amount equal to the Class B
Available Funds with respect to such Distribution Date will be distributed in
the following priority:

               (i) an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest previously
due but not distributed to Class B Certificateholders [or deposited to the
Interest Funding Account] on a prior Distribution Date, plus the amount of any
Class B Additional Interest for such Distribution Date and any Class B
Additional Interest previously due but not distributed to Class B
Certificateholders [or deposited to the Interest Funding Account] on a prior
Distribution Date, shall be [distributed to the Paying Agent for payment to the
Class B Certificateholders] [deposited in the Interest Funding Account for
distribution to the Paying Agent for payment to Class B Certificateholders on
the applicable Payment Date];

               (ii) an amount equal to the Class B Servicing Fee for such
Distribution Date, plus the amount of any Class B Servicing Fee previously due
but not distributed to the Servicer on a prior Distribution Date, shall be
distributed to the Servicer (unless such amount has been netted against deposits
to the Collection Account in accordance with Section 4.03 of the Agreement);

               (iii) an amount equal to the Class B Investor Default Amount for
such Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date; and

               (iv) the balance, if any, shall constitute Excess Spread and
shall be allocated and distributed as set forth in Section 4.07.

          (c) On each Distribution Date with respect to the Revolving Period, an
amount equal to the Available Principal Collections deposited in the Collection
Account for the related Monthly Period shall be [treated as Shared Principal
Collections and applied in accordance with Section 4.04 of the Agreement] [paid
to the Holder of the Depositor Certificate only if the Depositor Amount on such
date is greater than the Required Depositor Amount [after giving effect to the
inclusion in the Trust of all Principal Receivables created on such date and
thereafter shall be deposited in the Special Funding Account] [paid to the
Collateral Interest Holder for application in accordance with the Loan Agreement
to the extent of Collateral Monthly Principal for such Distribution Date].

          (d) On each Distribution Date with respect to the [Accumulation
Period] [Controlled Amortization Period] [Early Accumulation Period] or the
Rapid Amortization Period, an amount equal to the Available Principal
Collections deposited in the Collection Account for the related Monthly Period
will be distributed in the following priority:

               (i) an amount equal to Class A Monthly Principal for such
Distribution Date, up to the Class A [Adjusted] Invested Amount, on such
Distribution Date, shall be [distributed to the Paying Agent for payment to the
Class A Certificateholders] [deposited in the Principal Funding Account];

               (ii) for each Distribution Date [beginning on the Class B
Principal Commencement Date] [during an Early Accumulation Period], an amount
equal to Class B Monthly Principal for such Distribution Date, up to the Class B
Adjusted] Invested Amount on such Distribution Date, shall be [distributed to
the Paying Agent for payment to the Class B Certificateholders] [deposited in
the Principal Funding Account];

               (iii) for each Distribution Date with respect to the Rapid
Amortization Period, beginning with the Distribution Date on which the Invested
Amount is paid in full, after giving effect to the distributions referred to
above, an amount equal to the balance, if any, of such Available Principal
Collections then on deposit in the Collection Account, to the extent of the
Enhancement Invested Amount, if any, shall be distributed to the Cash Collateral
Depositor for application in accordance with the Loan Agreement;] and

               (iv) for each Distribution Date, after giving effect to
paragraphs (i), (ii) [and (iii)] above, an amount equal to the balance, if any,
of such Available Principal Collections then on deposit in the Collection
Account [up to an amount equal to Collateral Monthly Principal for such
Distribution Date shall be distributed to the Collateral Interest Holder for
application in accordance with the Loan Agreement and the remainder of such
Collections] shall be [treated as Shared Principal Collections and applied in
accordance with Section 4.04 of the Agreement] [paid to the Holder of the
Depositor Certificate only if the Depositor Amount on such date is greater than
the Required Depositor Amount (after giving effect to the inclusion in the Trust
of all Principal Receivables created on such date) and thereafter shall be
deposited in the Special Funding Account].

          [(e) On the Distribution Date immediately following the end of the
Funding Period, an amount equal to the amount specified in Section 4.14(b) shall
be withdrawn from the Pre-Funding Account and distributed to the Paying Agent
for payment to the [Class A Certificateholders] [and] [the Class B
Certificateholders] [and the Collateral Interest Holder] [PRO RATA based on the
ratio of the Class A Invested Amount and the Class B Invested Amount [and the
Collateral Interest], respectively, to the Invested Amount as of the last day of
the related Monthly Period].

          Section 4.06. DEFAULTED AMOUNTS; INVESTOR CHARGE-OFFS. (a) On each
Determination Date, the Servicer shall calculate the Class A Investor Default
Amount, if any, for the related Distribution Date. If, on any Distribution Date,
the [Class A] Required Amount for the related Monthly Period exceeds the sum of
(x) the amount of Reallocated Principal Collections with respect to such Monthly
Period, (y) the amount of Excess Spread [and the Excess Finance Charge
Collections allocable to Series [ ] with respect to such Monthly Period [and (z)
the [Available Shared Collateral Amount] [Available Credit Enhancement Amount]
with respect to such Distribution Date, then [the [Enhancement] [Collateral]
Invested Amount, if any, will be reduced by the amount of such excess, but not
by more than the Class A Investor Default Amount for such Distribution Date. In
the event that such reduction would cause the [Enhancement] [Collateral]
Investment Amount to be a negative number, then the [Enhancement] [Collateral]
Invested Amount will be reduced to zero and] the Class B Invested Amount shall
be reduced by the amount [of such excess] [by which the [Enhancement]
[Collateral] Invested Amount would have been reduced below zero,] but not by
more than [the excess, if any, of] the Class A Investor Default Amount for such
Distribution Date [over the amount of such reduction, if any, of the
[Enhancement] [Collateral] Invested Amount with respect to such Distribution
Date]. In the event that such reduction would cause the Class B Invested Amount
to be a negative number, then the Class B Invested Amount shall be reduced to
zero, and the Class A Invested Amount shall be reduced by the amount by which
the Class B Invested Amount would have been reduced below zero, but not by more
than the excess, if any, of the Class A Investor Default Amount for such
Distribution Date over the [aggregate] amount of the reductions, if any, of [the
[Enhancement] [Collateral] Invested Amount and] the Class B Invested Amount for
such Distribution Date (a "Class A Investor Charge-Off). Class A Investor
Charge-Offs shall thereafter be reimbursed and the Class A Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed Class A
Investor Charge-Offs) on any Distribution Date by the amount of Excess Spread
[and Excess Finance Charge Collections] allocated and available for that purpose
pursuant to Section 4.07(b).

          (b) On each Determination Date, the Servicer shall calculate the Class
B Investor Default Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Class B Required Amount for such Distribution Date
exceeds the sum of (x) the amount of Class B Available Funds, Excess Spread [and
Excess Finance Charge Collections] with respect to the related Monthly Period
which are allocated and available to pay such amount pursuant to Section 4.05(b)
(iii) or 4.07(e) and (y) the portion, if any, of the [Available Shared
Collateral Amount] [Available Credit Enhancement Amount] with respect to such
Distribution Date [(after giving effect to any withdrawal from the Cash
Collateral Account to fund the Required Draw Amount with respect to such
Distribution Date)], then [the [Enhancement) [Collateral] Invested Amount shall
be reduced by the amount of such excess. In the event that such reduction would
cause the [Enhancement] [Collateral] Invested Amount to be a negative number,
then the [Enhancement] [Collateral] Invested Amount shall reduced to zero, and]
the Class B Invested Amount shall be reduced by the amount [of such excess] [by
which the [Enhancement] [Collateral] Invested Amount would have been reduced
below zero,] but not by more than the Class B Investor Default Amount for such
Distribution Date (a "Class B Investor Charge-Off"). Class B Investor Charge-
Offs shall thereafter be reimbursed and the Class B Invested Amount increased
(but not by an amount in excess of the aggregate unreimbursed Class B Investor
Charge-Offs) on any Distribution Date by the amount of Excess Spread [and Excess
Finance Charge Collections] allocated and available for that purpose pursuant to
Section 4.07(f).

          (c) If on any Distribution Date Reallocated Principal Collections for
such Distribution Date are applied pursuant to Section 4.08(a), then [the
[Enhancement] [Collateral] Invested Amount shall be reduced by the amount of
such Reallocated Principal Collections. In the event that such reduction would
cause the [Enhancement] [Collateral] Invested Amount to be a negative number,
then the [Enhancement] [Collateral] Invested Amount shall be reduced to zero,
and] the Class B Invested Amount shall be reduced by the amount [of such
Reallocated Principal Collections] [by which the [Enhancement] [Collateral]
Invested Amount would have been reduced below zero]. [On each Determination
Date, the Servicer shall calculate the Collateral Default Amount. If on any
Distribution Date the Collateral Default Amount for the previous Monthly Period
exceeds the amount of Collateral Available Funds, Excess Spread [and Excess
Finance Charge Collections] with respect to the related Monthly Period which are
allocated and available to pay such amount pursuant to Section 4.07(h-3), then
the Collateral Interest will be reduced by the amount of such excess but not by
more than the lesser of the Collateral Default Amount and the Collateral
Interest for such Distribution Date (a "Collateral Charge-Off"). The Collateral
Interest will after any reduction pursuant to this Section 4.06 be reimbursed on
any Distribution Date by the amount of Excess Spread [and Excess Finance Charge
Collections] allocated and available on such Distribution date for that purpose
as described under Section 4.07(h-4).]

          Section 4.07. EXCESS SPREAD; EXCESS FINANCE CHARGE COLLECTIONS. The
Servicer shall apply, or shall cause the Trustee to apply, on each Distribution
Date, Excess Spread [and Excess Finance Charge Collections allocated to Series [
] with respect to the related monthly Period, to make the following
distributions in the following order of priority:

          (a) an amount equal to the [Class A] Required Amount, if any, with
respect to such Distribution Date shall be distributed by the Trustee to fund
any deficiency pursuant to Sections 4.05(a)(i), (ii) and (iii); PROVIDED, that
in the event the Required Amount for such Distribution Date exceeds the amount
of Excess Spread [and Excess Finance Charge Collections allocated to Series [ ],
then such Excess Spread [and Excess Finance Charge Collections] shall be applied
first to pay amounts due with respect to such Distribution Date pursuant to
Section 4.05(a)(i), second to pay the Class A Servicing Fee pursuant to Section
4.05(a)(ii) and third to pay the Class A Investor Default Amount for such
Distribution Date pursuant to Section 4.05(a)(iii);

          (b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed as provided in Section
4.06(a) (after giving effect to the allocation on such Distribution Date of any
amount for that purpose pursuant to Section 4.06(a)) shall be treated as a
portion of Available Principal Collections for such Distribution Date;

          (c) an amount equal to the sum of (i) any Class B Monthly Interest due
but not distributed to the Class B Certificateholders [or deposited to the
Interest Funding Account] either on such Distribution Date or a prior
Distribution Date and (ii) the amount of any Class B Additional Interest
previously due but not distributed to the Class B Certificateholders [or
deposited to the Interest Funding Account] either on such Distribution Date or a
prior Distribution Date, after giving effect to the allocation in section
4.05(b)(i), shall be [distributed to the Paying Agent for payment to the Class B
Certificateholders] [deposited in the Interest Funding Account for distribution
to the Paying Agent for payment to Class B Certificateholders on the applicable
Payment Date];

          (d) an amount equal to any Class B Servicing Fees due but not paid to
the Servicer either on such Distribution Date or a prior Distribution Date,
after giving effect to the allocation in Section 4.05(b)(iii), shall be paid to
the Servicer;

          (e) an amount equal to the remaining Class B Investor Default Amount
for such Distribution Date, after giving effect to the allocation in Section
4.05(b)(iii), shall be treated as a portion of Available Principal Collections
for such Distribution Date;

          (f) an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the
definition of "Class B Invested Amount" in Section 2.01 of this Supplement (but
not in excess of the aggregate amount of such reductions which have not been
previously reimbursed) shall be treated as a portion of Available Principal
Collections for such Distribution Date;

          (g) [an amount equal to the "Monthly Cash Collateral Fee" (as defined
in the Loan Agreement) for such Distribution Date shall be distributed to the
Cash Collateral Depositor for application in accordance with the Loan Agreement]
[an amount equal to the "Monthly Credit Enhancement Fee" (as defined in the
Credit Enhancement Agreement) shall be distributed to the Credit Enhancement
Provider];

          [(h-1) an amount equal to Collateral Monthly Interest for the related
Distribution Date, PLUS the amount of any Collateral Monthly Interest previously
due but not distributed to the Collateral Interest Holder on a prior
Distribution Date, PLUS the amount of any Collateral Additional Interest for
such Distribution Date and any Collateral Additional Interest previously due but
not distributed to the Collateral Interest Holder on a prior Distribution Date,
shall be distributed to the Collateral Interest Holder for application in
accordance with the Loan Agreement;]

          [(h-2) an amount equal to the Collateral Servicing Fee for such
Distribution Date and any Collateral Servicing Fee due but not paid to the
Servicer on a prior Distribution Date shall be paid to the Servicer;]

          [(h-3) an amount equal to the Collateral Default Amount, if any, for
the prior Monthly Period shall be treated as a portion of Available Principal
Collections for such Distribution Date;]

          [(h-4) an amount equal to the aggregate amount by which the
[Enhancement] [Collateral] Invested Amount has been reduced pursuant to clause
(c) of the definition of "[Enhancement] [Collateral] Invested Amount" (but not
in excess of the aggregate amount of such reductions which have not been
previously reimbursed) shall be treated as a portion of Available Principal
Collections with respect to such Distribution Date;]

          [(i) [prior to the occurrence of an Economic Early Amortization
Event,] an amount up to the excess, if any, of the [Initial] [Required] Cash
Collateral Amount over the Available Cash Collateral Amount shall be deposited
into the Cash Collateral Account in accordance with the Loan Agreement;]

          [(j) on each Distribution Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates as
described in Section 4.11(f), an amount up to the excess, if any, of the
Required Reserve Account Amount over the Available Reserve Account Amount shall
he deposited into the Reserve Account;]

          [(k) an amount equal to the aggregate of any other amounts then due to
the [Cash Collateral Depositor] [Credit Enhancement Provider] pursuant to the
[Loan Agreement] [Credit Enhancement Agreement] (to the extent such amounts are
payable pursuant to the [Loan Agreement] [Credit Enhancement Agreement] out of
Excess Finance Charge Collections and Excess Spread) shall be distributed to the
[Cash Collateral Depositor] [Credit Enhancement Provider] for application in
accordance with the [Loan Agreement] [Credit Enhancement Agreement];] and

          [(l) the balance, if any, will constitute a portion of Excess Finance
Charge Collections for such Distribution Date and will be available for
allocation to other Series in Group [ ] or to the Depositor as described in
Section 4.05 of the Agreement.]

          Section 4.08. REALLOCATED PRINCIPAL COLLECTIONS. The Servicer shall
apply, or shall cause the Trustee to apply, on each Distribution Date
Reallocated Principal Collections with respect to such Distribution Date, to
make the following distributions in the following order of priority:

          (a) an amount equal to the excess, if any, of (i) the [Class A]
Required Amount, if any, with respect to such Distribution Date over (ii) [the
sum of (x)] the amount of Excess Spread [and Excess Finance Charge Collections
allocated to Series [ ] with respect to the related Monthly Period [and (y) the
[Available Shared Collateral Amount] [Available Credit Enhancement Amount] with
respect to such Distribution Date,] shall be distributed by the Trustee to fund
any deficiency pursuant to Sections 4.05(a)(i), (ii) and (iii); and

          [(b) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread [and Excess Finance Charge Collections] allocated and
available to the Class B Certificates pursuant to subsection 4.07(c), (d) and
(e) on such Distribution Date shall be applied pursuant to subsections
4.05(b)(i), (ii) and (iii)].

          (c) the balance, if any, shall be treated as a portion of Available
Principal Collections for such Distribution Date.

          On each Distribution Date, the Collateral Interest shall be reduced by
the amount of Reallocated Principal Collections for such Distribution Date. In
the event that such reduction would cause the Collateral Interest (after giving
to any Collateral Charge-Offs for such Distribution Date) to be a negative
number, then the Collateral Interest (after giving effect to any Collateral
Charge-Offs for such Distribution Date) shall be reduced to zero and the Class B
Investor Interest shall be reduced by the amount by which the Collateral
Interest would have been reduced below zero. In the event that the reallocation
of Reallocated Principal Collections would cause the Class B Investor Interest
(after giving effect to any Class B Investor Charge-Offs for such Distribution
Date) to be a negative number on any Distribution Date, then Reallocated
Principal Collections shall be reallocated on such Distribution Date in an
aggregate amount not to exceed the amount which would cause the Class B Investor
Interest (after giving to any Class B Investor Charge-Offs for such Distribution
Date) to be reduced to zero. References to "negative numbers" above shall be
determined without regard to the requirement that the Invested Amount of a Class
not be reduced below zero.)

          [Section 4.09. EXCESS FINANCE CHARGE COLLECTIONS. Series [ ] shall be
included in Group [ ]. Subject to Section 4.05 of the Agreement, Excess Finance
Charge Collections with respect to the Series in Group [ ] for any Distribution
Date will be allocated to Series [ ] in an amount equal to the product of (x)
the aggregate amount of Excess Finance Charge Collections with respect to all
the Series in Group [ ] for such Distribution Date and (y) a fraction, the
numerator of which is the Finance Charge Shortfall for Series [ ] for such
Distribution Date and the denominator of which is the aggregate amount of
Finance Charge Shortfalls for all the Series in Group [ ] for such Distribution
Date. The "Finance Charge Shortfall" for Series [ ] for any Distribution Date
will be equal to the excess, if any, of (a) the full amount required to be paid,
without duplication, pursuant to Sections 4.05(a), 4.05(b) and 4.07 on such
Distribution Date over (b) the sum of (i) the Floating Allocation Percentage of
Collections of Finance Charge Receivables with respect to the related Monthly
Period (including any investment earnings that are to be treated as Collections
of Finance Charge Receivables in accordance with the Agreement), [(ii) if such
Monthly Period relates to a Distribution Date with respect to the Accumulation
Period [or an Early Accumulation Period], the amount of Principal Funding
Investment Proceeds and Interest Funding Investment Proceeds, if any, with
respect to such Distribution Date, [(iii) the amount of funds, if any, to be
withdrawn from the Reserve Account which, pursuant to Section 4.11(d), are
required to be included in Class A Available Funds or Class B Available Funds
with respect to such Distribution Date,] [(d) any investment earnings (net of
investment losses and expenses) transferred from the Pre- Funding Account to the
Collection Account on the related Distribution Date] [and (e) describe other
amounts].

          [Section 4.09A. REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS.

          (a) That portion of Group [____] Investor Finance Charge Collections
for any Distribution Date equal to the amount of Reallocated Investor Finance
Charge Collections for such Distribution Date will be allocated to Series [ ]
and will be distributed as set forth in this Supplement.]

          (b) Reallocated Investor Finance Charge and Administrative
Collections, with respect to any Distribution Date shall equal the sum of (i)
the aggregate amount of Series [ ] Monthly Interest, Investor Default Amount,
Series [ ] Monthly Fees and Series [ ] Additional Amounts for such Distribution
Date and (ii) that portion of excess Group [____] Investor Finance Charge
Collections to be included in Reallocated Investor Finance Charge Collections
pursuant to subsection (c) hereof; PROVIDED, HOWEVER, that if the amount of
Group [____] Investor Finance Charge Collections for such Distribution Date is
less than the sum of (w) Group [____] Investor Monthly Interest, (x) Group
[____] Investor Default Amount, (y) Group [____] Investor Monthly Fees and (z)
Group [____] Investor Additional Amounts, then Reallocated Investor Finance
Charge Collections shall equal the sum of the following amounts for such
Distribution Date:

               (A) The product of (I) Group [____] Investor Finance Charge
Collections (up to the amount of Group [____] Investor Monthly Interest) and
(II) a fraction, the numerator of which is Series [ ] Monthly Interest and the
denominator of which is Group [____] Investor Monthly Interest;

               (B) the product of (I) Group [____] Investor Finance Charge
Collections less the amount of Group [____] Investor Monthly Interest (up to the
Group [____] Investor Default Amount) and (II) a fraction, the numerator of
which is the Investor Default Amount and the denominator of which is the Group
[____] Investor Default Amount;

               (C) the product of (I) Group [____] Investor Finance Charge
Collections less the amount of Group [____] Investor Monthly Interest and the
Group [____] Investor Default Amount (up to Group [____] Investor Monthly Fees)
and (II) a fraction, the numerator of which is Series [ ] Monthly Fees and the
denominator of which is Group [____] Investor Monthly Fees; and

               (D) the product of (I) Group [____] Investor Finance Charge
Collections less the sum of (i) Group [____] Investor Monthly Interest, (ii) the
Group [____] Investor Default Amount and (iii) Group [____] Investor Monthly
Fees and (II) a fraction, the numerator of which is Series [ ] Additional
Amounts and the denominator of which is Group [____] Investor Additional
Amounts.

          (c) If the amount of Group [____] Investor Finance Charge Collections
for such Distribution Date exceeds the sum of (i) Group [____] Investor Monthly
Interest, (ii) Group [____] Investor Default Amount, (iii) Group [____] Investor
Monthly Fees and (iv) Group [____] Investor Additional Amounts, then Reallocated
Investor Finance Charge Collections for such Distribution Date shall include an
amount equal to the product of (x) the amount of such excess and (y) a fraction,
the numerator of which is the Invested Amount as of the last day of the second
preceding Due Period and the denominator of which is the sum of such Invested
Amount and the aggregate invested amounts for all other Series included in Group
[____] as of such last day.

          [Section 4.10. SHARED PRINCIPAL COLLECTIONS. Subject to Section 4.04
of the Agreement, Shared Principal Collections for any Distribution Date will be
allocated to Series [ ] in an amount equal to the product of (x) the aggregate
amount of Shared Principal Collections with respect to all Principal Sharing
Series for such Distribution Date and (y) a fraction, the numerator of which is
the Principal Shortfall for Series [ ] for such Distribution Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all the
Series which are Principal Sharing Series for such Distribution Date. The
Principal Shortfall for Series [ ] will be equal to (a) for any Distribution
Date with respect to the Revolving Period, zero, (b) for any Distribution Date
with respect to the [Accumulation Period] [Controlled Amortization Period], the
excess, if any, of the [Controlled Deposit Amount] [Controlled Distribution
Amount] with respect to such Distribution Date over the amount of Available
Principal Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections) and (c) for any Distribution Date
with respect to the [Rapid Amortization] [Early Accumulation] Period, the
excess, if any, of [the sum of] the Invested Amount [and the Enhancement
Invested Amount, if any,] over the amount of Available Principal Collections for
such Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections).]

          Section 4.11. RESERVE ACCOUNT.

          (a) The Servicer shall establish and maintain, in the name of the
Trustee, on behalf of the Trust, for the benefit of the Series [ ]
Certificateholders, an Eligible Deposit Account (the "Reserve Account") bearing
a designation clearly indicating that the funds deposited therein are held for
the benefit of the Series [ ] Certificateholders. The Reserve Account shall
initially be established with [the Trustee]. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
Reserve Account and in all proceeds thereof. The Reserve Account shall be under
the sole dominion and control of the Trustee for the benefit of the Series [ ]
Certificateholders. If at any time the Reserve 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 shall consent) establish a new Reserve Account meeting
the conditions specified above as an Eligible Deposit Account, and shall
transfer any cash or any investments to such new Reserve Account. The Trustee,
at the direction of the Servicer, shall (i) make withdrawals from the Reserve
Account from time to time in an amount up to the Available Reserve Account
Amount at such time, for the purposes set forth in this Supplement, and (ii) on
each Distribution Date (from and after the Reserve Account Funding Date) prior
to the termination of the Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in accordance with, Section
4.07(j).

          (b) Funds on deposit in the Reserve Account shall be invested at the
direction of the Servicer by the Trustee in Eligible Investments. Funds on
deposit in the Reserve Account on any Transfer Date, after giving effect to any
withdrawals from the Reserve Account on such Transfer Date, shall be invested in
such investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date. The Trustee shall
maintain for the benefit of the Series [ ] Certificateholders possession of the
negotiable instruments or securities, if any, evidencing such Eligible
Investments. No Eligible Investment shall be disposed of prior to its maturity;
PROVIDED, HOWEVER, that the Trustee may sell, liquidate or dispose of an
Eligible Investment before its maturity, if so directed by the Servicer, the
Servicer having reasonably determined that the interests of the Series [ ]
Certificateholders may be adversely affected if such Eligible Investment is held
to its maturity. On each Distribution Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Distribution Date on
funds on deposit in the Reserve Account shall be retained in the Reserve Account
(to the extent that the Available Reserve Account Amount is less than the
Required Reserve Account Amount) and the balance, if any, shall be distributed
to [the Cash Collateral Depositor for application in accordance with the Loan
Agreement] [the Depositor]. For purposes of determining the availability of
funds or the balance in the Reserve Account for any reason under this
Supplement, except as otherwise provided in the preceding sentence, investment
earnings on such funds shall be deemed not to be available or on deposit.

          (c) On the Determination Date preceding each Distribution Date with
respect to the Accumulation Period and the first Special Payment Date, the
Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the
excess, if any, of the Covered Amount with respect to such Distribution Date or
Special Payment Date over the Principal Funding Investment Proceeds with respect
to such Distribution Date or Special Payment Date; PROVIDED, that such amount
will be reduced to the extent that funds otherwise would be available for
deposit in the Reserve Account under Section 4.07(j) with respect to such
Distribution Date or Special Payment Date.

          (d) In the event that for any Distribution Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on the
related Transfer Date by the Trustee (acting in accordance with the instructions
of the Servicer), deposited into the Collection Account and included in (i)
prior to the Class B Principal Commencement Date, Class A Available Funds and
(ii) thereafter, the Class B Available Funds, in each case for such Distribution
Date.

          (e) In the event that the Reserve Account Surplus on any Distribution
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Distribution Date, is greater than zero, the
Trustee, acting in accordance with the instructions of the Servicer, shall
withdraw from the Reserve Account, and pay to [the Cash Collateral Depositor for
application in accordance with the Loan Agreement] [the Depositor], an amount
equal to such Reserve Account Surplus.

          (f) Upon the earliest to occur of (i) the day on which the Invested
Amount is paid in full to the Series [ ] Certificateholders, (ii) if the
Accumulation Period has not commenced, the occurrence of a Pay Out Event with
respect to Series [ ] and (iii) if the Accumulation Period has commenced, the
earlier of the first Special Payment Date and the Class B Expected Final Payment
Date, the Trustee, acting in accordance with the instructions of the Servicer,
after the prior payment of all amounts owing to the Series [ ]
Certificateholders which are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay to [the Depositor] [the
Cash Collateral Depositor for application in accordance with the Loan
Agreement,] all amounts, if any, on deposit in the Reserve Account and the
Reserve Account shall be deemed to have terminated for purposes of this
Supplement.]

          Section 4.12. ESTABLISHMENT OF CREDIT ENHANCEMENT.

          (a) The Servicer shall:

               (i) [obtain] [establish] the Credit Enhancement [for the account]
[in the name of] of the Trustee and solely for the benefit of the Class B
Certificateholders,

               (ii) enter into the Credit Enhancement Agreement which provides
for [ ], and

               (iii) ensure that the Credit Enhancement will permit the Trustee
(or the Servicer on its behalf) to make withdrawals from time to time in an
amount up to the Available Credit Enhancement Amount at such times and for the
purposes set forth in this Supplement.

Such withdrawals shall be made in the priority set forth below and the Available
Credit Enhancement Amount will be reduced by the amount of each such withdrawal
as provided in the definition thereof set forth in Section 2.01 of this
Supplement. The Credit Enhancement Provider shall not be entitled to
reimbursement for any withdrawals, interest or fees with respect to the Credit
Enhancement from the corpus of the Trust except as specifically provided herein.

          (b) On each Determination Date, the Servicer shall calculate the
amount (the "Required Draw Amount") (determined after giving effect to any
distribution to be made pursuant to Section 4.05(a) on the related Distribution
Date) equal to the excess, if any, of (i) the Required Amount, if any, with
respect to such Distribution Date over (ii) the amount of Excess Spread [and
Excess Finance Charge Collections allocated to Series [ ] to be allocated and
available pursuant to Section 4.07(a) to fund such Required Amount on such
Distribution Date.

          (c) On each Determination Date, the Servicer shall calculate the
amount (the "Interest Draw Amount") (determined after giving effect to any
distribution to be made pursuant to Section 4.05(b)(i) and Section 4.07(c) on
the related Distribution Date) of (i) any Class B Monthly Interest due but not
distributed to the Class B Certificateholders [or deposited in the Interest
Funding Account] on such Distribution Date pursuant to Section 4.05(b)(i) or
Section 4.07(c), (ii) any Class B Monthly Interest previously due but not
distributed to the Class B Certificateholders [or deposited in the Interest
Funding Account] on a prior Distribution Date pursuant to Section 4.05(b)(i) or
Section 4.07(c) or this paragraph (d) and (iii) any Class B Additional Interest
due but not to be distributed to the Class B Certificateholders [or deposited in
the Interest Funding Account] on such Distribution Date and any Class B
Additional Interest previously due but not distributed to the Class B
Certificateholders [or deposited in the Interest Funding Account] on a prior
Distribution Date pursuant to Section 4.05(b)(i) or Section 4.07(c) or this
paragraph (d).

          (d) On each Determination Date, the Servicer shall calculate the
amount (the "Servicing Draw Amount") equal to the excess, if any, of (i) the
Class B Servicing Fee for the related Distribution Date over (ii) the amount of
Available Class B Funds, Excess Spread [and Excess Finance Charge Collections
allocated to Series [ ] to be allocated and available pursuant to Section
4.05(b)(ii) and Section 4.07(d) to fund such Class B Servicing Fee on such
Distribution Date.

          (e) On each Determination Date, the Servicer shall calculate the
amount (the "Default Draw Amount") equal to the excess, if any, of (i) the Class
B Investor Default Amount for the related Distribution Date over (ii) the amount
of Class B Available Funds, Excess Spread [and Excess Finance Charge Collections
allocated to Series [ ] to be allocated and available pursuant to Section
4.05(b)(iii) and Section 4.07(e) to fund such Class B Investor Default Amount on
such Distribution Date.

          (f) On each Determination Date (commencing with the Determination Date
preceding the Class B Principal Commencement Date), the Servicer shall calculate
the amount (the "Reimbursement Draw Amount") equal to the excess, if any, of (i)
the Class B Initial Invested Amount minus the sum of the aggregate amount of
principal payments previously distributed to Class B Certificateholders [or
deposited to the Principal Funding Account in respect to the Class B
Certificates] over (ii) the Class B Invested Amount on the last day of the
related Monthly Period (determined after giving effect to any change to be made
in the Class B Invested Amount pursuant to clause (c), (d), (e) or (f) of the
definition of "Class B Invested Amount" on the following Distribution Date).

          (g) Notwithstanding Section 4.12(f), if either (i) the
Certificateholders' Interest in the Receivables is reassigned to the Depositor
pursuant to Section 2.06 of the Agreement, (ii) Receivables are sold, disposed
of or otherwise liquidated pursuant to Section 9.02 or Section 12.02(c) of the
Agreement or (iii) the Certificateholders' Interest in the Receivables is
purchased by the Depositor pursuant to Section 10.01 of the Agreement or the
Series [ ] Certificateholders' Interest is purchased by the Depositor pursuant
to Section 7.01 of this Supplement, the Servicer shall not calculate the
Reimbursement Draw Amount with respect to the relevant Distribution Date, but
shall calculate the amount (the "Special Draw Amount") equal to the aggregate
amount of all reductions of the Class B Invested Amount occurring under clauses
(c), (d) or (e) of the definition of "Class E Invested Amount" which have not
been reimbursed prior to such Distribution Date under clause (f) thereof.

          (h) In the event that for any Distribution Date the sum of any
Required Draw Amount, Interest Draw Amount, Servicing Draw Amount, Default Draw
Amount, Reimbursement Draw Amount, Special Draw Amount (such sum being referred
to as the "Total Draw Amount"), is greater than zero, the Servicer shall give
written notice to the Trustee and the Credit Enhancement Provider, in
substantially the form of Exhibit B, of such positive Total Draw Amount on the
related Determination Date. On the related Transfer Date, the Trustee (or the
Servicer on its behalf) shall make a proper demand as required under the Credit
Enhancement Agreement for the Total Draw Amount (but not in excess of the
Available Credit Enhancement Amount) and upon receipt thereof, the Trustee shall
allocate such amount as follows:

               (A) the portion of the Total Draw Amount allocable to the
Required Draw Amount, if any, up to the Available Credit Enhancement Amount,
shall be demanded from the Credit Enhancement Provider on the related Transfer
Date and distributed first to fund any deficiency pursuant to Section
4.05(a)(i), second to fund any deficiency in the Class A Monthly Servicing Fee
pursuant to Section 4.05(a)(ii) and third to pay the Class A Investor Default
Amount, if any, for such Distribution Date pursuant to Section 4.05(a)(iii);

               (B) the portion of the Total Draw Amount allocable to the
Interest Draw Amount, if any, up to the Available Credit Enhancement Amount
(determined after giving effect to any withdrawal pursuant to clause (A)), shall
be demanded from the Credit Enhancement Provider on the related Transfer Date
and distributed to fund any deficiency pursuant to Section 4.07(c);

               (C) the portion of the Total Draw Amount allocable to the
Servicing Draw Amount, if any, up to the Available Credit Enhancement Amount
(determined after giving effect to any withdrawal pursuant to clauses (A) and
(B)), shall be demanded from the Credit Enhancement Provider and used to pay the
Class B Servicing Fee for such Distribution Date pursuant to Section 4.07(d);

               (D) the portion of the Total Draw Amount allocable to the Default
Draw Amount, if any, up to the Available Credit Enhancement Amount (determined
after giving effect to any withdrawal pursuant to clauses (A), (B) and (C)),
shall be demanded from the Credit Enhancement Provider on the related Transfer
Date and used to pay the Class B Investor Default Amount for such Distribution
Date pursuant to Section 4.07(e);

               (E) the remainder of the Total Draw Amount, if any, up to the
Available Credit Enhancement Amount (determined after giving effect to any
withdrawal pursuant to clauses (A) through (D), shall be demanded from the
Credit Enhancement Provider on the related Transfer Date and immediately
deposited by the Trustee into [the Collection Account for distribution to the
Class B Certificateholders on such Distribution Date] [the Principal Funding
Account in respect of the Class B Certificates].]

          Section 4.13. CASH COLLATERAL ACCOUNT.

          (a) The Servicer shall establish and maintain, in the name of the
Trustee, on behalf of the Trust, for the benefit of the Series [ ]
Certificateholders and the Cash Collateral Depositor, as their interests appear
herein, a "Cash Collateral Account" which shall be an Eligible Deposit Account,
bearing designations clearly indicating that the funds deposited therein are
held for the benefit of the Series [ ] Certificateholders and the Cash
Collateral Depositor. The Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Cash Collateral Account and in all
proceeds thereof. The Cash Collateral Account shall be under the sole dominion
and control of the Trustee for the benefit of the Series [ ] Certificateholders
and the Cash Collateral Depositor as their interests appear herein. The interest
of the Cash Collateral Depositor in the Cash Collateral Account shall be
subordinated to the interests of the Series [ ] Certificate holders as provided
herein and in the Loan Agreement. If at any time the Cash Collateral 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 shall consent) establish a new
Cash Collateral Account meeting the conditions specified above as an Eligible
Deposit Account, and shall transfer any cash or any investments to such new Cash
Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on
the Closing Date, deposit in the Cash Collateral Account the proceeds of the
advance to be made on such date by the Cash Collateral Depositor under the Loan
Agreement, (ii) make withdrawals from the Cash Collateral Account from time to
time in an amount up to the Available Cash Collateral Amount at such time, for
the purposes set forth in paragraphs (c) through (i) below, and (iii) on each
Distribution Date prior to the termination of the Cash Collateral Account make a
deposit into the Cash Collateral Account in the amount specified in, and
otherwise in accordance with, Section 4.07(i). All withdrawals from the Cash
Collateral Account shall be made in the priority set forth below. The Cash
Collateral Depositor shall not be entitled to reimbursement from the Trust
Assets for any withdrawals from the Cash Collateral Account except as
specifically provided in this Supplement.

          (b) Funds on deposit in the Cash Collateral Account shall be invested
at the direction of the Servicer (or the Cash Collateral Depositor, as provided
in the Loan Agreement) by the Trustee in Cash Collateral Account Investments.
Funds on deposit in the Cash Collateral Account on any Transfer Date, after
giving effect to any withdrawals from the Cash Collateral Account on such
Transfer Date, shall be invested in such investments that will mature so that
such funds will be available for withdrawal on or prior to the following
Transfer Date. The proceeds of any such investments shall be invested in such
investments that will mature so that such funds will be available for withdrawal
on or prior to the Transfer Date immediately following the date of such
investment. The Trustee shall maintain for the benefit of the Series [ ]
Certificateholders and the Cash Collateral Depositor possession of the
negotiable instruments or securities, if any, evidencing the Cash Collateral
Account Investments. On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer Date on
funds on deposit in the Cash Collateral Account shall be applied in accordance
with the Loan Agreement. For purposes of determining the availability of funds
or the balances in the Cash Collateral Account for any reason under this
Supplement, all investment earnings on such funds shall be deemed not to be
available or on deposit.

          (c) On each Determination Date, the Servicer shall calculate the
amount (the "Required Draw Amount") (determined after giving effect to any
distribution to be made pursuant to Section 4.05(a) on the related Distribution
Date) equal to the excess, if any, of (i) the Required Amount, if any, with
respect to such Distribution Date over (ii) the amount of Excess Spread [and
Excess Finance Charge Collections allocated to Series [ ] to be allocated and
available pursuant to Section 4.07(a) to fund such Required Amount on such
Distribution Date.

          (d) On each Determination Date, the Servicer shall calculate the
amount (the "Interest Draw Amount") (determined after giving effect to any
distribution to be made pursuant to Section 4.05(b)(i) and Section 4.07(c) on
the related Distribution Date) of (i) any Class B Monthly Interest due but not
distributed to the Class B Certificateholders [or deposited in the Interest
Funding Account] on such Distribution Date pursuant to Section 4.05(b)(i) or
Section 4.07(c), (ii) any Class B Monthly Interest previously due but not
distributed to the Class B Certificateholders [or deposited in the Interest
Funding Account] on a prior Distribution Date pursuant to Section 4.05(b)(i) or
Section 4.07(c) or this paragraph (d) and (iii) any Class B Additional Interest
due but not to be distributed to the Class B Certificateholders [or deposited in
the Interest Funding Account] on such Distribution Date and any Class B
Additional Interest previously due but not distributed to the Class B
Certificateholders [or deposited in the Interest Funding Account] on a prior
Distribution Date pursuant to Section 4.05(b)(i) or Section 4.05(c) or this
paragraph (d).

          (e) On each Determination Date, the Servicer shall calculate the
amount (the "Servicing Date Amount") equal to the excess, if any, of (i) the
Class B Servicing Fee for the related Distribution Date over (ii) the amount of
Available Class B Funds, Excess Spread [and Excess Finance Charge Collections
allocated to Series [ ] to be allocated and available pursuant to Section
4.05(b)(ii) and Section 4.07(d) to fund such Class B Servicing Fee on such
Distribution Date.

          (f) On each Determination Date, the Servicer shall calculate the
amount (the "Default Draw Amount") equal to the excess, if any, of (i) the Class
B Investor Default Amount for the related Distribution Date over (ii) the amount
of Class B Available Funds, Excess Spread [and Excess Finance Charge Collections
allocated to Series [ ] to be allocated and available pursuant to Section
4.05(b)(iii) and Section 4.07(e) to fund such Class B Investor Default Amount on
such Distribution Date.

          (g) On each Determination Date (commencing with the Determination Date
preceding the Class B Principal Commencement Date), the Servicer shall calculate
the amount (the "Reimbursement Draw Amount") equal to the excess, if any, of (i)
the Class B Initial Invested Amount minus the sum of the aggregate amount of
principal payments previously distributed to Class 3 Certificateholders [or
deposited to the Principal Funding Account in respect of the Class B
Certificates) over (ii) the Class B Invested Amount on the last day of the
related Monthly Period (determined after giving effect to any change to be made
in the Class B Invested Amount pursuant to clause (c), (d), (e) or (f) of the
definition of "Class B Invested Amount" on the following Distribution Date).

          (h) Notwithstanding Section 4.12(g), if either (i) the
Certificateholders' Interest in the Receivables is reassigned to the Depositor
pursuant to Section 2.06 of the Agreement, (ii) the Receivables are sold,
disposed of or otherwise liquidated pursuant to Section 9.02 or Section 12.02(c)
of the Agreement or (iii) the Certificateholders' Interest in the Receivables is
purchased by the Depositor pursuant to Section 10.01 of the Agreement or the
Series [ ] Certificateholders' Interest is purchased by the Depositor pursuant
to Section 7.01 of this Supplement, the Servicer shall not calculate the
Reimbursement Draw Amount with respect to the relevant Distribution Date, but
calculate the amount (the "Special Draw Amount") equal to the aggregate amount
of all reductions of the Class B Invested Amount occurring under clauses (c),
(d) or (e) of the definition of "Class B Invested Amount" which have not been
reimbursed prior to such Distribution Date under clause (f) thereof.

          [(i) Notwithstanding Sections 4.12(g) and (h), on the Determination
Date preceding the Economic Special Payment Date, the Servicer shall not
calculate the Reimbursement Draw Amount or the Special Draw Amount with respect
to such Special Payment Date, but shall calculate (i) the amount (the "Class A
Principal Draw Amount") (determined after giving effect to any deposit or
distribution to be made pursuant to Sections 4.05(d)(i) and 5.01(b) on such
Special Payment Date) equal to the outstanding principal amount of the Class A
Certificates [(less the Principal Funding Account Balance, if any)] and (ii) the
amount (the "Class B Principal Draw Amount") (determined after giving effect to
any deposit or distribution to be made pursuant to Sections 4.05(d)(ii) and
5.01(d) on such Special Payment Date) equal to the outstanding principal amount
of the Class B Certificates [(less the Principal Funding Account Balance, if
any)];]

          (j) In the event that for any Distribution Date the sum of any
Required Draw Amount, Interest Draw Amount, Servicing Draw Amount, Default Draw
Amount, Reimbursement Draw Amount, Special Draw Amount, [Class A Principal Draw
Amount and Class B Principal Draw Amount] (such sum being referred to as the
"Total Draw Amount"), is greater than zero, the Servicer shall give written
notice to the Trustee and the Cash Collateral Depositor, in substantially the
form of Exhibit B, of such positive Total Draw Amount on the related
Determination Date. On the related Transfer Date, withdrawals will be made from
the Cash Collateral Account as follows:

               (A) the portion of the Total Draw Amount allocable to the
Required Draw Amount, if any, up to the Available Shared Collateral Amount,
shall be withdrawn from the Cash Collateral Account on the related Transfer Date
and distributed first to fund any deficiency pursuant to Section 4.05(a)(i),
second to fund any deficiency in the Class A Monthly Servicing Fee pursuant to
Section 4.05(a)(ii) and third to pay the Class A Investor Default Amount, if
any, for such Distribution Date pursuant to Section 4.05(a)(iii);

               (B) the portion of the Total Draw Amount allocable to the
Interest Draw Amount, if any, up to the Available Shared Collateral Amount
(determined after giving effect to any withdrawal pursuant to clause (A)), shall
be withdrawn from the Cash Collateral Account on the related Transfer Date and
distributed to fund any deficiency pursuant to Section 4.07(c);

               (C) the portion of the Total Draw Amount allocable to the
Servicing Draw Amount, if any, up to the Available Shared Collateral Amount
(determined after giving effect to any withdrawal pursuant to clauses (A) and
(B)), shall be withdrawn from the Cash Collateral Account and used to pay the
portion of the Class B Servicing Fee for such Distribution Date not paid
pursuant to Section 4.07(d);

               (D) the portion of the Total Draw Amount allocable to the Default
Draw Amount, if any, up to the Available Shared Collateral Amount (determined
after giving effect to any withdrawal pursuant to clauses (A) , (B) and (C)),
shall be withdrawn from the Cash Collateral Account on the related Transfer Date
and used to pay the portion of the Class B Investor Default Amount for such
Distribution Date not paid pursuant to Section 4.07(e);

               [(E) the portion of the Total Draw Amount allocable to the Class
A Principal Draw Amount, if any, up to the Available Shared Collateral Amount
(determined after giving effect to any withdrawal pursuant to clauses (A), (B),
(C) and (D)), shall be withdrawn from the Cash Collateral Account on the related
Transfer Date and immediately deposited by the Trustee into the Principal
Funding Account; and

               (F) the remainder of the Total Draw Amount, if any, up to the
Available Cash Collateral Amount (determined after giving effect to any
withdrawal pursuant to classes (A) through (E), shall be withdrawn from the Cash
Collateral Account on the related Transfer Date and immediately deposited by the
Trustee into [the Collection Account for distribution to the Class B
Certificateholders on such Distribution Date] [the Principal Funding Account in
respect of the Class B Certificates].]

          (k) In the event that the Cash Collateral Account Surplus on any
Distribution Date, after giving effect to all deposits to and withdrawals from
the Cash Collateral Account with respect to such Distribution Date, is greater
than zero, the Trustee, acting in accordance with the instructions of the
Servicer, shall withdraw from the Cash Collateral Account, and apply in
accordance with the Loan Agreement, an amount equal to such Cash Collateral
Account Surplus.

          (l) Upon the earliest to occur of (i) the Termination Date, (ii) the
day on which the Class A Invested Amount and the Class B Invested Amount are
paid in full to the Class A Certificateholders and the Class B
Certificateholders [and (iii) the day on which all withdrawals from the Cash
Collateral Account pursuant to Section 4.12(j) with respect to the Economic
Special Payment Date have been made], the Trustee, acting in accordance with the
instructions of the Servicer, after the prior payment of all amounts owing to
the Class A Certificateholders and the Class B Certificateholders which are
payable from the Cash Collateral Account as provided herein, shall withdraw from
the Cash Collateral Account for application in accordance with the Loan
Agreement all amounts, if any, on deposit in the Cash Collateral Account and the
Cash Collateral Account shall be deemed to have terminated for purposes of this
Supplement.]

          Section 4.14. [DETERMINATION OF INDEX.

          (a) On each Rate Determination Date the Trustee shall determine the
[Index] on the basis of [______________].

          (b) The [Class A] [Class B] Certificate Rate applicable to the then
current and the immediately preceding Interest Period may be obtained by any
Series [ ] Certificateholder by telephoning the Trustee at its Corporate Trust
Office at [_____].

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

          Section 4.15. PRE-FUNDING ACCOUNT.

          (a) ESTABLISHMENT OF THE PRE-FUNDING ACCOUNT. The Trustee, for the
benefit of the [Series [ ]] [Class A] [Class B] Certificateholders, shall
establish and maintain in the name of the Trustee, a segregated trust account
(the "Pre-Funding Account"), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the [Series [ ]] [Class A]
[Class B] Certificateholders. The Depositor does hereby transfer, assign, set
over and otherwise convey to the Trustee for the benefit of the [Series [ ]]
[Class A] [Class B] Certificateholders, without recourse, all of its right,
title and interest in, to and under the Pre- Funding Account, all amounts on
deposit therein, all Eligible Investments credited to the Pre-Funding Account,
and any proceeds of the foregoing.

          The Pre-Funding Account shall be under the sole dominion and control
of the Trustee for the benefit of the [ ] [Class A] [Class B]
Certificateholders. On the Closing Date, the Depositor shall cause to be
deposited in the Pre-Funding Account an amount equal to the Initial Pre-Funding
Amount. Pursuant to the authority granted to the Servicer in the Agreement, the
Servicer shall have the power, revocable by the Trustee, to instruct the Trustee
to make withdrawals and payments from the Pre-Funding Account for the purposes
of carrying out the Servicer's or Trustee's duties hereunder.

          (b) Administration Pre-Funding Account. On each Determination Date,
the Servicer shall instruct the Trustee to withdraw on the related Distribution
Date from the Pre-Funding Account and deposit in the Collection Account all
interest and other investment income and earnings (net of losses and investment
expenses) on all funds in the Pre-Funding Account, for application as
Collections of Finance Charge Receivables allocable to the [Series [ ]] [Class
A] [Class B] Certificates. Except as provided in the immediately preceding
sentence, interest (including reinvested interest) and other investment income
and earnings on funds on deposit in the Pre-Funding Account shall be deemed not
to be on deposit therein for purposes of this Supplement. Funds on deposit in
the Pre-Funding Account shall be withdrawn by the Trustee and paid to the
Depositor to the extent of any increases in the Invested Amount pursuant to
Section 4.15. On the Determination Date immediately preceding the last day of
the Funding Period, the Servicer shall instruct the Trustee to distribute to the
Paying Agent the remaining Pre-Funding Amount, if any, on deposit in the
Pre-Funding Account for distribution as payment of principal to the [Series [ ]]
[Class A] [Class B] Certificateholders on the related Distribution Date pursuant
to Section 4.05(e); PROVIDED, HOWEVER, that if during the period beginning on
such Transfer Date and ending on or before such Distribution Date, the Depositor
increases the Invested Amount in accordance with the provisions of Section 4.15,
then that portion of the Pre-Funding Amount equal to the amount by which the
Invested Amount was increased during such period shall not be paid to the
[Series [ ]] [Class A] [Class B] Certificateholders, but rather shall be paid to
the Depositor. The Servicer shall furnish or cause to be furnished to the
Trustee a monthly statement reporting all activity with respect to the
Pre-Funding Account.

          (c) INVESTMENT OF FUNDS IN PRE-FUNDING ACCOUNT. Funds on deposit in
the Pre-Funding Account shall be invested in [Eligible Investments] [a
guaranteed investment agreement] by the Servicer (or, at the direction of the
Servicer, by the Trustee on behalf of the Servicer). [Funds on deposit in the
Pre-Funding Account on any Distribution Date and any proceeds of any investments
thereof, after giving effect to any withdrawals from the Pre-Funding Account,
shall be invested in [Eligible Investments that will mature [overnight] [as
specified by the Servicer] so that such funds will be available for withdrawal
on or prior to the following Transfer Date] [a guaranteed investment agreement].

          Section 4.16. Changes in Invested Amount. The Depositor may on any
Business Day during the Funding Period determine to increase the [Class A]
[Class B] Invested Amount to an amount not to exceed [, when added to the [Class
A] [Class B] Invested Amount,] the Full Invested Amount to the extent there are
sufficient Principal Receivables in the Trust (including Principal Receivables
in Additional Accounts designated pursuant to Section 2.06 of the Agreement) to
permit any such increase in the [Class A] [Class B] Invested Amount without
causing a Pay Out Event to occur with respect to any outstanding Series. Upon
determining to increase the [Class A] [Class B] Invested Amount pursuant to this
Section 4.15, the Depositor shall deliver to the Servicer, the Trustee, the
[Credit Enhancement Provider] [Cash Collateral Depositor] and each Rating Agency
an officer's Certificate specifying the amount of the increase in the [Class A]
[Class B] Invested Amount the Depositor has determined to make and certifying
that the Depositor reasonably believes that such increase in the [Class A]
[Class B] Invested Amount will not, based on the facts known to such officer at
the time of such certification, cause a Pay Out Event, or an event that, after
giving of notice or the lapse of time, would constitute a Pay Out Event, to
occur with respect to any Series. Upon receipt of such Officer's Certificate by
the Trustee, the [Class A] [Class B] Invested Amount shall be increased by the
amount specified in such Officer's Certificate, whereupon the Servicer shall
instruct the Trustee to withdraw from the Pre-Funding Account and pay to the
Depositor an amount equal to the amount of such increase in the [Class A] [Class
B] Invested Amount. [Any such increase in the Invested Amount will increase the
Class A Invested Amount and the Class B Investment Amount PRO RATA based on the
Class A Floating Percentage and the Class B Floating Percentage, respectively].]


                                    ARTICLE V

                          DISTRIBUTIONS AND REPORTS TO
                          SERIES [ ] CERTIFICATEHOLDERS

          Section 5.01. DISTRIBUTIONS.

          (a) On each Payment Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class A Certificateholder's pro
rata share of the amounts [on deposit in the Interest Funding Account or
otherwise held by the Paying Agent] that are allocated and available on such
Payment Date to pay interest on the Class A Certificates pursuant to this
Supplement.

          (b) On each Special Payment Date [, each Interest Payment Date with
Interest pursuant to Section 10.01 of the Agreement, in which respect to the
Class A Controlled Amortization Period] and on the Class A Expected Final
Payment Date, the Paying Agent shall distribute to each Class A
Certificateholder of record on the related Record Date (other than as provided
in Section 12.02 of the Agreement) such Class A Certificateholder's pro rata
share of the amounts [on deposit in the Principal Funding Account or otherwise
held by the Paying Agent] that are allocated and available on such date to pay
principal of the Class A Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class A Invested Amount on such
date (unless there has been an optional repurchase of the Series [ ]
Certificateholders' event the foregoing limitation will not apply).

          (c) On each Payment Date, the Paying Agent shall distribute to each
Class B Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class B Certificateholder's pro
rata share of the amounts [on deposit in the Interest Funding Account or
otherwise held by the Paying Agent] that are allocated and available on such
Payment Date to pay interest on the Class B Certificates pursuant to this
Supplement.

          (d) On each Special Payment Date, [, each Interest Payment Date with
respect to the Class B Controlled Amortization Period] and on the Class B
Expected Final Payment Date, the Paying Agent shall distribute to each Class B
Certificateholder of record on the related Record Date (other than as provided
in Section 12.02 of the Agreement) such Class B Certificateholder's pro rata
share of the amounts [on deposit in the Principal Funding Account or otherwise
held by the Paying Agent] that are allocated and available on such date to pay
principal of the Class B Certificates pursuant to this supplement up to a
maximum amount on any such date equal to the Class B Invested Amount on such
date (unless there has been an optional repurchase of the Series [ ]
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).

          (e) The distributions to be made pursuant to this Section 5.01 are
subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Supplement.

          (f) Except as provided in Section 12.02 of the Agreement with respect
to a final distribution, distributions to Series [ ] Certificateholders
hereunder shall be made by check mailed to each Series [ ] Certificateholder at
such Series [ ] Certificateholder's address appearing in the Register without
presentation or surrender of any Series [ ] Certificate or the making of any
notation thereon; PROVIDED, HOWEVER, that with respect to Series [ ]
Certificates registered in the name of a Clearing Agency, such distributions
shall be made to such Clearing Agency in immediately available funds.

          Section 5.02. REPORTS AND STATEMENTS TO SERIES [ ] CERTIFICATEHOLDERS.

          (a) On each Distribution Date, the Paying Agent, on behalf of the
Trustee, shall forward to each Class A Certificateholder a statement
substantially in the form of Exhibit C-1 prepared by the Servicer.

          (b) On each Distribution Date, the Paying Agent, on behalf of the
Trustee, shall forward to each Class B Certificateholder a statement
substantially in the form of Exhibit C-2 prepared by the Servicer.

          (c) Not later than each Determination Date, the Servicer shall deliver
to the Trustee, the Paying Agent, each Rating Agency and the Cash Collateral
Depositor (i) statements substantially in the form of Exhibits C-1 and C-2
prepared by the Servicer and (ii) a certificate of a Servicing officer
substantially in the form of Exhibit D.

          [(d) A copy of each statement or certificate provided pursuant to
paragraph (a), (b) or (c) may be obtained by any Series [ ] Certificateholder or
any Certificate Owner thereof by a request in writing to the Servicer.]

          (e) On or before January 31 of each calendar year, beginning with
calendar year [ ], the Paying Agent, on behalf of the Trustee, shall furnish or
cause to be furnished to each Person who at any time during the preceding
calendar year was a Series [ ] Certificateholder, a statement prepared by the
Servicer containing the information which is required to be contained in the
statement to Series [ ] Certificateholders, as set forth in paragraph (a) or (b)
above, as applicable, aggregated for such calendar year or the applicable
portion thereof during which such Person was a Series [ ] Certificateholder,
together with other information as is required Certificateholder, together with
other information to be provided by an issuer of indebtedness under the internal
Revenue Code. Such obligation of the Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Paying Agent pursuant to any requirements of the Internal
Revenue Code as from time to time in effect.


                                   ARTICLE VI

          Section 6.01. [REINVESTMENT] [PAY OUT] EVENTS. If any one of the
following events shall occur with respect to the Series [     ] Certificates:

          (a) failure on the part of the Depositor (i) to make any Payment or
deposit required by the terms of the Agreement or this Supplement on or before
the date occurring [ ] Business Days after the date such payment or deposit is
required to be made therein or herein or (ii) duly to observe or perform any
other covenants or agreements of the Depositor set forth in the Agreement or
this Supplement, which failure has a material adverse effect on the Series [ ]
Certificateholders and which continues unremedied for a period of [ ] days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Depositor by the Trustee, or to the
Depositor and the Trustee by [any Holder of the Series [ ] Certificates];

          (b) any representation or warranty made by the Depositor in the
Agreement or this Supplement, or any information contained in a computer file or
microfiche list required to be delivered by the Depositor pursuant to Section
2.01 or 2.08(f) of the Agreement shall prove to have been incorrect in any
material respect when made or when delivered, which continues to be incorrect in
any material respect for a period of [ ] days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Depositor by the Trustee, or to the Depositor and the Trustee by [any
Holder of the Series [ ] Certificates] and as a result of which the interests of
the Series [ ] Certificateholders are materially and adversely affected and
continue to be materially and adversely affected for such period; PROVIDED,
HOWEVER, that a Pay Out Event pursuant to this Section 6.01(b) shall not be
deemed to have occurred hereunder if IMSA has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable, during such
period in accordance with the provisions of the Agreement;

          (c) a failure by the Depositor to convey Receivables in Additional
Accounts or Participations to the Trust within [ ] Business Days after the day
on which it is required to convey such Receivables or Participations pursuant to
Section 2.08(a) of the Agreement;

          (d) any Servicer Default shall occur;

          (e) the Class B Invested Amount is reduced to less than $_________;]

          [(f) the [average] Portfolio Yield for any [three] consecutive Monthly
Periods is reduced to a rate which is less than the [average] Base Rate (for
such period];]

          [(g) the Class A Invested Amount shall not be paid in full on the
Class A Expected Final Payment Date or the Class B Invested Amount shall not be
paid in full on the Class B Expected Final Payment Date;]

then, in the case of any event described in subparagraph (a), (b) or (d), after
the applicable grace period, if any, set forth in such subparagraphs, either the
Trustee or the Holders of Series [ ] Certificates evidencing more than 50% of
the aggregate unpaid principal amount of Series [ ] Certificates by notice then
given in writing to the Depositor and the Servicer (and to the Trustee if given
by the Series [ ] Certificateholders) may declare that a [Pay Out]
[Reinvestment] Event has occurred with respect to Series [ ] as of the date of
such notice, and, in the case of any event described in subparagraph (c), (e),
(f) or (g), a [Pay Out] [Reinvestment] Event shall occur with respect to Series
[ ] without any notice or other action on the part of the Trustee or the Series
[ ] Certificateholders immediately upon the occurrence of such event.]


                                   ARTICLE VII

                      OPTIONAL PURCHASE; SERIES TERMINATION

          [Section 7.01. OPTIONAL REPURCHASE.

          (a) On any day occurring on or after the date on which [the sum of]
the Invested Amount [and the Enhancement Invested Amount, if any,] is reduced to
[ ]% or less of the Series Invested Amount, the Depositor shall have the option
to purchase the Series [ ] Certificateholders' Interest, at a purchase price
equal to (i) if such day is a Distribution Date, the Reassignment Amount for
such Distribution Date or (ii) if such day is not a Distribution Date, the
Reassignment Amount for the Distribution Date following such day.

          (b) The Depositor shall give the Servicer and the Trustee at least 30
days prior written notice of the date on which the Depositor intends to exercise
such purchase option. Not later than 12:00 noon, New York City time, on such day
the Depositor shall deposit the Reassignment Amount into the Collection Account
in immediately available funds. Such purchase option is subject to payment in
full of the Reassignment Amount. Following the deposit of the Reassignment
Amount into the Collection Amount in accordance with the foregoing, the Invested
Amount for Series [ ] [and the Enhancement Invested Amount] shall [each] be
reduced to zero and the Series [ ] Certificateholders [and the Cash Collateral
Depositor] shall have no further interest in the Receivables. The Reassignment
Amount shall be distributed as set forth in Section 8.01(b).]

          [Section 7.02. SERIES TERMINATION.

          (a) If, on the [__________] Distribution Date, the Invested Amount
(after giving effect to all changes therein on such date) would be greater than
zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period
which begins on such Distribution Date, solicit bids for the sale of Principal
Receivables and the related Finance Charge Receivables (or interests therein) in
an amount equal to [the sum of] the Invested Amount [and the Enhancement
Invested Amount, if any,] at the close of business on the last day of the
Monthly Period preceding the Termination Date (after giving effect to all
distributions required to be made on the Termination Date, except pursuant to
this Section 7.02). Such bids shall require that such sale shall (subject to
Section 7.02(b)) occur on the Termination Date. The Depositor and the [Cash
Collateral Depositor] [Credit Enhancer] shall be entitled to participate in, and
to receive from the Trustee a copy of each other bid submitted in connection
with, such bidding process.

          (b) The Servicer, on behalf of the Trustee, shall sell such
Receivables (or interests therein) on the Termination Date to the bidder who
made the highest cash purchase offer. The proceeds of any such sale shall be
treated as Collections on the Receivables allocated to the Series [ ]
Certificateholders pursuant to the Agreement and this Supplement; PROVIDED,
HOWEVER, that the Servicer shall determine conclusively the amount of such
proceeds which are allocable to Finance Charge Receivables and the amount of
such proceeds which are allocable to Principal Receivables. During the period
from the [ ] Distribution Date to the Termination Date, the Servicer shall
continue to collect payments on the Receivables and allocate Collections in
accordance with the provisions of the Agreement and the Supplements.]


                                  ARTICLE VIII

                               FINAL DISTRIBUTIONS

          Section 8.01. SALE OF RECEIVABLES CERTIFICATEHOLDERS' INTEREST
PURSUANT TO SECTION 2.06 OR 10.01 OF THE AGREEMENT AND SECTION 7.01 OR 7.02 OF
THIS SUPPLEMENT.

          (a) The amount to be paid by the Depositor with respect to Series [ ]
in connection with a reassignment of Receivables to the Depositor pursuant to
Section 2.06 of the Agreement shall equal the Reassignment Amount for the first
Distribution Date following the Monthly Period in which the reassignment
obligation arises under the Agreement.

          (b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 or any amounts allocable to the
Series [ ] Certificateholders' Interest deposited into the Collection Account
pursuant to Section 7.02, the Trustee shall, not later than 12:00 noon, New York
City time, on the related Distribution Date, make deposits or distributions of
the following amounts (in the priority set forth below and, in each case effect
to any deposits and distributions otherwise be made on such date) in immediately
available funds: (i)(x) the Class A Invested Amount on such Distribution Date
will be distributed to the Paying Agent for payment to the Class A
Certificateholders and (y) an amount equal to the sum of (A) Class A Monthly
Interest for such Distribution Date, (B) any Class A Monthly Interest previously
due but not distributed to the Class A Certificateholders [or deposited in the
Interest Funding Account] on a prior Distribution Date and (C) the amount of
Class A Additional Interest, if any, for such Distribution Date and any Class A
Additional Interest previously due but not distributed to the Class A
Certificate holders [or deposited in the Interest Funding Account] on any prior
Distribution Date, will be distributed to the Paying Agent for payment to the
Class A Certificateholders, (ii) (x) the Class B Invested Amount on such
Distribution Date will be distributed to the Paying Agent for payment to the
Class B Certificateholders and (y) an amount equal to the sum of (A) Class B
Monthly Interest for such Distribution Date, (B) any Class B Monthly Interest
previously due but not distributed to the Class B Certificateholders [or
deposited in the interest Funding Account] on a prior Distribution Date and (C)
the amount of Class B Additional Interest, if any, for such Distribution Date
and any Class B Additional Interest previously due but not distributed to the
Class B Certificateholders [or deposited in the Interest Funding Account] on any
prior Distribution Date, will be distributed to the Paying Agent for payment to
the Class B Certificateholders and (iii) the balance, if any, will be
distributed to the [[Cash Collateral Depositor] [Collateral Interest Holder] for
application in accordance with the Loan Agreement] [Credit Enhancement Provider
for application in accordance with the Credit Enhancement Agreement].
Notwithstanding anything to the contrary contained in this Supplement or the
Agreement, the amount of any excess determined pursuant to paragraph (a)(ii)(y)
shall be distributed to the Series [ ] Certificateholders.

          (c) Notwithstanding anything to the contrary in this Supplement or the
Agreement, all amounts distributed to the Paying Agent pursuant to Section
8.01(b) for payment to the Series [ ] Certificateholders shall be deemed
distributed in full to the Series [ ] Certificateholders on the date on which
such funds are distribution to the Paying Agent pursuant to this section and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.

          Section 8.02. DISTRIBUTION OF PROCEEDS OF SALE, DISTRIBUTION OR
LIQUIDATION OF THE RECEIVABLES PURSUANT TO SECTION 9.02 OF THE AGREEMENT.

          (a) Not later than 12:00 noon, New York City time, on the Distribution
Date following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
shall (in the following priority and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such Distribution Date) (i)
deduct an amount equal to the Class A Invested Amount on such Distribution Date
from the portion of the Insolvency Proceeds allocated to Collections of
Principal Receivables and distribute such amount to the Paying Agent for payment
to the Class A Certificateholders, provided that the amount of such distribution
shall not exceed the product of (x) the portion of the Insolvency Proceeds
allocated to Collections of Principal Receivables and (y) the Principal
Allocation Percentage with respect to the related Monthly Period, (ii) deduct an
amount equal to the Class B Invested Amount on such Distribution Date from the
portion of the Insolvency Proceeds allocated to Collections of Principal
Receivables and distribute such amount to the Paying Agent for payment to the
Class B Certificateholders, provided that the amount of such distribution shall
not exceed (x) the product of (A) the portion of such Insolvency Proceeds
allocated to Collections of Principal Receivables and (B) the Principal
Allocation Percentage with respect to the related Monthly Period minus (y) the
amount distributed to the Paying Agent pursuant to clause (i) of this sentence
[and (iii) deduct an amount equal to the [Enhancement] [Collateral] Invested
Amount, if any, on such Distribution Date from the portion of the Insolvency
Proceeds allocated to Collections of Principal Receivables and distribute such
amount to the [Cash Collateral Depositor] [Collateral Interest Holder] for
application in accordance with the Loan Agreement, provided that the amount of
such distribution shall not exceed (x) the product of (1) the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and (2)
the Principal Allocation Percentage with respect to such Monthly Period minus
(y) the amounts distributed to the Paying Agent pursuant to clauses (i) and (ii)
of this sentence]. To the extent that the product of (A) the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and (B)
the Principal Allocation Percentage with respect to the related Monthly Period
exceeds the aggregate amounts distributed to the Paying Agent [and the Cash
Collateral Depositor] pursuant to the preceding sentence, the excess shall be
allocated to the Depositor's Interest and shall be released to the Depositor on
such Distribution Date.

          (b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall (in the following priority and, in each
case, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date) (i) deduct an amount equal to the sum of (w) Class A
Monthly Interest for such Distribution Date, (x) any class A Monthly Interest
previously due but not distributed to the Class A Certificateholders [or
deposited in the Interest Funding Account] on a prior Distribution Date and (y)
the amount of Class A Additional Interest, if any, for such Distribution Date
and any Class A Additional Interest previously due but not distributed to the
Class A Certificateholders [or deposited in the interest Funding Account] on a
prior Distribution Date from the portion of the Insolvency Proceeds allocated to
Collections of Finance Charge Receivables and distribute such amount to the
Paying Agent for payment to the Class A Certificateholders, provided that the
amount of such distribution shall not exceed the product of, (x) the portion of
the Insolvency Proceeds allocated to Collections of Finance Charge Receivables,
(y) the Floating Allocation Percentage with respect to the related Monthly
Period and (z) the Class A Floating Percentage with respect to such Monthly
Period (ii) deduct an amount equal to the sum of (w) Class B Monthly Interest
for such Distribution Date, (x) Class B Monthly Interest previously due but not
distributed to the Class B Certificateholders [or deposited in the Interest
Funding Account] and (y) the amount of Class B Additional Interest, if any, for
such Distribution Date and any Class B Additional interest previously due but
not distributed to the Class B Certificateholders [or deposited in the Interest
Funding Account] on a prior Distribution Date from the portion of the Insolvency
Proceeds allocated to Collections of Finance Charge Receivables and distribute
such amount to the Paying Agent for payment to the Class B Certificateholders,
provided that the amount of such distribution shall not exceed the product of
(x) the portion of the Insolvency Proceeds allocated to Collections of Finance
Charge Receivables, (y) the Floating Allocation Percentage with respect to the
related Monthly Period and (z) the Class B Floating Percentage with respect to
such Monthly Period. To the extent that the product of (A) the portion of the
Insolvency Proceeds allocated to Collections of Finance Charge Receivables and
(B) the Floating Allocation Percentage with respect to the related Monthly
Period exceeds the aggregate amount distributed to the Paying Agent pursuant to
the preceding sentence, the excess shall be released to the [[Cash Collateral
Depositor] [Collateral Interest Holder] for application by the [Cash Collateral
Depositor] [Collateral Holder] in accordance with the Loan Agreement] [Credit
Enhancement Provider for application by the Credit Enhancement Provider in
accordance with the Credit Enhancement Agreement].

          (c) Notwithstanding anything to the contrary in this Supplement or the
Agreement, all amounts Distributed to the Paying Agent pursuant to this Section
for payment to the Series [ ] Certificateholders shall be distributed in full to
the Series [ ] Certificateholders on the date on which funds are distributed to
the Paying Agent pursuant to this Section and shall be deemed to be a final
distribution pursuant to Section 12.02 of the Agreement.


                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

          Section 9.01. RATIFICATION OF AGREEMENT. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.

          Section 9.02. COUNTERPARTS. This Supplement may be executed in two or
more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.

          Section 9.03. GOVERNING LAW. THIS SUPPLEMENT 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.


                                    ARTICLE X

                                   INTERCHANGE

          Section 10.01. INTERCHANGE. If Interchange is to be included in Series
[ ], provisions will be made to calculate the amount to be allocated to Series [
] and the manner in which it will be distributed.

          IN WITNESS WHEREOF, the undersigned have caused this Supplement to be
duly executed and delivered by their respective duly authorized officers on 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>


                       FORM OF CLASS A CERTIFICATE             EXHIBIT A-1

REGISTERED                                                     $___________ /1/


No. R-___________                                       CUSIP No. [___________]


          [Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to ACE Securities Corp. or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an Authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]

                          [ ] CARD ACCOUNT MASTER TRUST

                                   Series [ ]

       CLASS A [_____%] [FLOATING RATE] [ADJUSTABLE RATE] [VARIABLE RATE]
                            ASSET BACKED CERTIFICATE

                      Class A Expected Final Payment Date:
                   The [_______] [________] Distribution Date

                  Each $1,000 minimum denomination represents a
                         1/[________] undivided interest
                                in Class A of the

                      CARD ACCOUNT MASTER TRUST, SERIES [ ]

Evidencing an undivided 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 consumer revolving credit card accounts serviced by

                                 [SERVICER NAME]

and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.

------------------
/1/  Denominations of $1,000 and integral multiples of $1,000 in excess thereof.

                      (Not an interest in or obligation of
                              ACE Securities Corp.
                            or any affiliate thereof)

This certifies that [CEDE CO.] (the "CLASS A CERTIFICATEHOLDER") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "TRUST") created pursuant to the Pooling and Servicing Agreement, dated as
of [__________] (as amended and supplemented, the "AGREEMENT"), as supplemented
by the Series [____] Supplement dated as of [________], [____] (as amended and
supplemented, the "SUPPLEMENT"), among ACE Securities Corp., as Depositor,
[Servicer Name], as Servicer, and [Trustee Name] a [jurisdiction] banking
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 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, the Pre- Funding Account, the Special Funding
Account and any other Series Accounts] [available pursuant to Credit
Enhancement], (v) the benefits of the [Cash Collateral Account] [Credit
Enhancement] and (vi) all other assets and interests constituting the Trust. The
Holder of this Certificate is entitled to the benefits of [funds on deposit in a
Cash Collateral Account] [Credit Enhancement] to the extent provided in the
Supplement. Although a summary of certain provisions of the Agreement and the
Supplement is set forth below and in the Summary of Terms and Conditions
attached hereto, and made a part hereof, this Class A Certificate does not
purport to summarize the Agreement and the Supplement and reference is made to
the Agreement and the Supplement for information with respect to the interests,
rights, benefits, obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Trustee. A copy of the Agreement and the
Supplement (without schedules) 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 or the Supplement, as applicable.

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

          It is the intent of the Depositor and the Class A Certificateholders
that, for federal, state and local income and franchise tax purposes only, the
Class A Certificates will qualify as indebtedness of the Holders of the
Depositor Certificate secured by the Receivables. The Class A Certificateholder,
by the acceptance of this Class A Certificate, agrees to treat this Class A
Certificate for federal, state and local income and franchise tax purposes as
debt.

          [Provisions regarding payment of interest to be provided as
applicable.]

          In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Class A Expected
Final Payment Date is the [______________] Distribution Date, but principal with
respect to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more
months during the [Class A Accumulation Period] [Class A Controlled Amortization
Period] there are not sufficient funds to pay the [Controlled Deposit Amount]
[Controlled Distribution Amount], then to the extent that excess funds are not
available on subsequent Distribution Dates with respect to the [Class A
Accumulation Period] [Class A Controlled Amortization Period] to make up for
such shortfalls, the final payment of principal of the Class A Certificates will
occur later than the Class A Expected Final Payment Date.

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

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

                                                  ACE SECURITIES CORP.



                                                  By:__________________________
                                                     Name:
                                                     Title:


Dated:    [__________], [____]



<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                          [TRUSTEE NAME]
                                             as Trustee,


                                          By:__________________________
                                          Authorized Officer

                                          or


                                          By:__________________________
                                          as Authenticating Agent
                                          for the Trustee,


                                          By:__________________________
                                          Authorized Officer



<PAGE>


                          [ ] CARD ACCOUNT MASTER TRUST

                                   Series [ ]

       CLASS A [_____%] [FLOATING RATE] [ADJUSTABLE RATE] [VARIABLE RATE]
                            ASSET BACKED CERTIFICATE

                         Summary of Terms and Conditions

          The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and amounts advanced to accountholders
as cash advances and Finance Charge Receivables. This Class A Certificate is one
of a Series of Certificates entitled [ ] Card Account Master Trust, Series [ ]
(the "SERIES [ ] CERTIFICATES"), and one of a class thereof entitled Class A
[___%] [Floating Rate] [Adjustable Rate] [Variable Rate] Asset Backed
Certificates, Series [ ] (the "CLASS A CERTIFICATES"), each of which represents
a fractional, undivided interest in certain assets of the Trust. The assets of
the Trust are allocated in part to the certificateholders of all outstanding
Series (the "CERTIFICATEHOLDERS' Interest") with the remainder allocated to the
Holders of the Depositor Certificate. The aggregate interest represented by the
Class A Certificates at any time in the Trust shall not exceed an amount equal
to the Invested Amount at such time. The Class A Initial Invested Amount is
$[__________]. The Class A Invested Amount on any date will be an amount equal
to (a) the Class A initial Invested Amount, MINUS (b) the aggregate amount of
principal payments made to the Class A Certificateholders on or prior to such
date [other than any payments of principal to the Class A Certificateholders
from the [Pre-Funding Account] [Special Funding Account] [other Series Account]
[Cash Collateral Account] [other Credit Enhancement]], MINUS (c) the excess, if
any, of the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates over Class A Investor Charge-Offs reimbursed pursuant to
Section 4.06(a) of the Supplement prior to such date.

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

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

          [On any day occurring on or after the day on which the Invested Amount
[and the Enhancement Invested Amount, if any,] is reduced to [_____]% or less of
the Series Invested Amount, the Depositor has the option to repurchase the
Series [ ] Certificateholders' Interest in the Trust. The repurchase price will
be equal to (a) if such day is a Distribution Date, the Reassignment Amount for
such Distribution Date or (b) if such day it not a Distribution Date, the
Reassignment Amount for the Distribution Date following such day. Following the
deposit of the Reassignment Amount in the Collection Account, Series [ ]
Certificateholders [and the Cash Collateral Depositor] [and the provider of
Credit Enhancement] will not have any interest in the Receivables and the Series
[ ] Certificates will represent only the right to receive such Reassignment
Amount.]

          THIS CLASS A CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, THE DEPOSITOR AND SERVICER OR ANY AFFILIATE THEREOF AND IN NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS A CERTIFICATE IS LIMITED IN
RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT TO THE RECEIVABLES (AND
CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET FORTH HEREINABOVE AND IN
THE AGREEMENT AND THE SUPPLEMENT.

          The Class A Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.

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

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

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



<PAGE>


                                   ASSIGNMENT

Social Security or other identifying number of assignee ________________________

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto __________________________________________ (name and address of
assignee) the within certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints _______________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.

Dated:__________________            _________________________./2/

                                            Signature Guaranteed:

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

------------------
/2/NOTE:   The signature to this assignment must correspond with the name
           of the registered owner as it appears on the face of the
           within Certificate in every particular, without alteration,
           enlargement or any change whatsoever.



<PAGE>



                     [FORM OF CLASS B CERTIFICATE]          EXHIBIT A-2


REGISTERED........                                          $_____________/1/

No. R-_____________                                CUSIP No. [____________]

          [Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to ACE Securities Corp. or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]

                          [ ]CARD ACCOUNT MASTER TRUST

                                   SERIES [ ]

       CLASS B [_____%] [FLOATING RATE] [ADJUSTABLE RATE] [VARIABLE RATE]
                            ASSET BACKED CERTIFICATE

Class B Expected Final Payment Date:
The [________]  [________] Distribution Date

                  Each $1,000 minimum denomination represents a
                       1/ [__________] undivided interest
                                in Class B of the

                    [    ] Card Account Master TRUST, SERIES [    ]

Evidencing an undivided 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 consumer revolving credit card accounts serviced by

                                 [SERVICER NAME]

and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.

---------------------
/1/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof.

<PAGE>

                      (Not an interest in or obligation of
                              ACE Securities Corp.,
                            or any affiliate thereof)

This certifies that [CEDE & CO.] (the "CLASS B CERTIFICATEHOLDER") is the
registered owner of a fractional, undivided interest in certain assets of a
trust (the "TRUST") created pursuant to the Pooling and Servicing Agreement,
dated as of [________] (as amended and supplemented, the "AGREEMENT"), as
supplemented by the Series [_______] Supplement dated as of [________],
[_______] (as amended and supplemented, the "SUPPLEMENT"), among ACE Securities
Corporation, as Depositor, [Servicer Name], as Servicer, and [Trustee Name], a
[jurisdiction] banking 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 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, the
Pre-Funding Account, the Special Funding Account, and the other Series Accounts]
[available pursuant to Credit Enhancement], (v) the benefits, if any, of the
[Cash Collateral Account] [Credit Enhancement] and (vi) all other assets and
interests constituting the Trust. The Holder of this Certificate is entitled to
the benefits of [funds on deposit in a Cash Collateral Account] [Credit
Enhancement] to the extent provided in the Supplement. Although a summary of
certain provisions of the Agreement and the Supplement is set forth below and in
the Summary of Terms and Conditions attached hereto and made a part hereof, this
Class B Certificate does not purport to summarize the Agreement and the
Supplement and reference is made to the Agreement and the Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Supplement (without schedules) 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 then in the Agreement or the Supplement, as applicable.

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

          THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT NECESSARY TO
PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED IN THE SUPPLEMENT.

         .........It is the intent of the Depositor and the Class B
Certificateholders that, for federal, state and local income and franchise tax
purposes only, the Class B Certificates will qualify as indebtedness of the
Holders of the Depositor Certificate secured by the Receivables. The Class B
Certificateholder, by the acceptance of this Class B Certificate, agrees to
treat this Class B Certificate for federal, state and local income and franchise
tax purposes as indebtedness of the Holders Depositor Certificate.

          [Provisions regarding the payment of interest to be provided as
applicable]

          In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less then
the unpaid principal balance of the Class B Certificates. The Class B Expected
Final Payment Date is the [_____] [_____] Distribution Date, but principal with
respect to the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more
months during the [Class B Accumulation Period] [Class B Amortization Period]
there are not sufficient funds to pay the [Controlled Deposit Amount]
[Controlled Distribution Amount], then to the extent that excess funds are not
available on subsequent Distribution Dates with respect to the [Class B
Accumulation Period] [Class B Amortization Period] to make up for such
shortfalls, the final payment of principal of the Class B Certificates will
occur later than the Class B Expected Final Payment Date.

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

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

                                            ACE SECURITIES CORP.



                                            By:__________________________
                                            Name:
                                            Title:


Dated:   [__________], [____]



<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                                               [TRUSTEE NAME]
                                               as Trustee


                                               By:__________________________
                                               Authorized Signatory



<PAGE>


                       [       ] CARD ACCOUNT MASTER TRUST

                                 SERIES [       ]

        CLASS B [____%] [FLOATING RATE] [ADJUSTABLE RATE] [VARIABLE RATE]
                            ASSET BACKED CERTIFICATE

                         Summary of Terms and Conditions

          The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and amounts advanced to accountholders
as cash advances and Finance Charge Receivables. This Class B Certificate is one
of a Series of Certificates entitled [ ] Card Account Master Trust, Series [ ]
(the "SERIES [ ] CERTIFICATES" and one of a class thereof entitled Class B
[Floating Rate] [Adjustable Rate] [Variable Rate] Asset Backed Certificates,
Series [ ] (the "CLASS B CERTIFICATES"), each of which represents a fractional,
undivided interest in certain assets of the Trust. The assets of the Trust are
allocated in part to the certificateholders of all outstanding Series (the
"CERTIFICATEHOLDERS' INTEREST") with the remainder allocated to the Holders of
the Depositor Certificate. The aggregate interest represented by the Class B
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class B Invested Amount at such time. The Class B
Invested Amount on any date will be an amount equal to (a) the Class B initial
Invested Amount, MINUS (b) the aggregate amount of principal payments made to
the Class B Certificateholders on or prior to such date [other than principal
payments made from amounts on deposit in the [Pre-Funding Account] [Special
Funding Account] [the Cash Collateral Account] [Other Series Account] [other
Credit Enhancement] for the purpose of reimbursing previous reductions in the
Class B Invested Amount [, MINUS (c) the aggregate amount of Class B Investor
Charge-offs for all prior Distribution Dates [, MINUS (d) the amount of
Reallocated Principal Collections for all prior Distribution Dates which have
been used to fund the Required Amount with respect to such Distribution Dates,
MINUS (e) an amount equal to the amount by which the Class B Invested Amount has
been reduced to cover the Class A Investor Default Amount on all prior
Distribution Dates, and PLUS (f) the amount of Excess Spread and Excess Finance
Charge Collections allocated to Series [ ] and applied on all prior Distribution
Dates for the purpose of reimbursing amounts deducted pursuant to the foregoing
clauses (c), (d) and (e)].

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

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

          [On any day occurring on or after the day on which [the sum of] the
Invested Amount [and the Enhancement Invested Amount] is reduced to [___]% or
less of the Series Invested Amount, the Depositor has the option to repurchase
the Certificateholders' Interest in the Trust represented by the Series [ ]
Certificates. The repurchase price will be equal to (a) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (b) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date next following such day. Following the deposit of the
Reassignment Amount in the Collection Account, Series [ ] Certificateholders
[and the Cash Collateral Depositor] [and the provider of Credit Enhancement]
will not have any interest in the Receivables and the Series [ ] Certificates
will represent only the right to receive such Reassignment Amount.]

          THIS CLASS B CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, THE DEPOSITOR AND SERVICER OR ANY AFFILIATE THEREOF AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS B CERTIFICATE IS LIMITED IN
RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT TO THE RECEIVABLES (AND
CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET FORTH HEREIN AND IN THE
AGREEMENT AND THE SUPPLEMENT.

          The Class B Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class B
Certificate shall be registered in the Certificate Register upon surrender of
this Class B Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class B Certificateholder or such
Class B Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.

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

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

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




<PAGE>


                                   ASSIGNMENT


Social Security or other identifying number of assignee _______________________

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ___________________________________________
                    (name and address of assignee)

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


Dated:                                         _________________________/2/

                                                        Signature Guaranteed:

___________________                            _________________________


/2/  NOTE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within
     Certificate in every particular, without alteration, enlargement or any
     change whatsoever.