Exhibit 4.3
                                                                     -----------


                    AIG CREDIT PREMIUM FINANCE MASTER TRUST,

                                    as Issuer

                                       and

                         BANK ONE, NATIONAL ASSOCIATION,

                                   as Trustee

                            on behalf of Noteholders

                            SERIES 2001-1 SUPPLEMENT

                                Dated as of [___]

                                       to

                                 BASE INDENTURE

                          Dated as of November 8, 1999

                     AIG CREDIT PREMIUM FINANCE MASTER TRUST

                                  SERIES 2001-1


                       Premium Finance Asset Backed Notes



<PAGE>

                                TABLE OF CONTENTS
<TABLE>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                    <C>
PRELIMINARY STATEMENT...................................................................................1

DESIGNATION.............................................................................................1

SECTION 1.....................................................................................Definitions
         1

SECTION 2................................................................Article 3 of the Base Indenture. 20

                                            ARTICLE 3....................................INITIAL ISSUANCE 20

                                                     SECTION 3.1 .......................Initial Issuance. 20

SECTION 3..........................................................................Servicing Compensation 20

SECTION 4....................................................................................Cleanup Call 21

SECTION 5..............................................................Delivery and Payment for the Notes 21

SECTION 6........................................Form of Delivery of the Notes; Depository; Denominations 21

SECTION 7.....................................................................Article 5 of Base Indenture 22

                                            ARTICLE 5...........ALLOCATION AND APPLICATION OF COLLECTIONS 22

                                                     SECTION 5.10 ..................Rights of Noteholders 22

                                                     SECTION 5.11 ............................Allocations 22

                                                     SECTION 5.12 ......Determination of Monthly Interest 27

                                                     SECTION 5.13 .....Determination of Monthly Principal 28

                                                     SECTION 5.14 ............Coverage of Required Amount 29

                                                     SECTION 5.15 .......................Monthly Payments 30

                                                     SECTION 5.16 ...................Investor Charge-Offs 35

                                                     SECTION 5.17 Excess Spread and Allocation of funds
                                                                  on deposit in the Yield Enhancement
                                                                  Account                                 37

                                                     SECTION 5.18 ......Reallocated Principal Collections 39

                                                     SECTION 5.19 ...........Shared Principal Collections 40

                                                     SECTION 5.20 ..............Yield Enhancement Account 40

                                                     SECTION 5.21 .................Excess Funding Account 42

                                                     SECTION 5.22 ..............Principal Funding Account 43

                                                     SECTION 5.23 ........................Reserve Account 44

                                                     SECTION 5.24 .................Determination of LIBOR 47

                                                     SECTION 5.25 .................Effect of Other Series 48

                                                     SECTION 5.26 Seller's or Servicer's Failure to Make
                                                                  a Deposit or Payment                    48



                                       i
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                      Page
                                                                                                      ----

                                                     SECTION 5.27 .....................Excess Receivables 48

                                                     SECTION 5.28 .....................Servicing Advances 49

SECTION 8.................................................................Article 6 of the Base Indenture 49

                                            ARTICLE 6............DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS 50

                                                     SECTION 6.1 ...........................Distributions 50

                                                     SECTION 6.2 ..........Monthly Noteholders' Statement 51

SECTION 9......................................................................Series 2001 Pay Out Events 53

SECTION 10......................................................................Series 2001-1 Termination 56

SECTION 11....................................................................................Refinancing 56

SECTION 12.....................................................................................[Reserved] 57

SECTION 13...................................................................................Counterparts 57

SECTION 14..................................................................................Governing Law 57

SECTION 15........................................................................Waiver of Trial by Jury 57

SECTION 16....................................................................................No Petition 57

Exhibit A ........Form of Class A Note
Exhibit B ........Form of Class B Note
Exhibit C.........Form of Class C Note
Exhibit D.........[RESERVED]
Exhibit E.........Form of Monthly Noteholders' Statement
Exhibit F         Additional Items not included in Form of Monthly Noteholders'
                  Statement Report


</TABLE>




                                       ii
<PAGE>


                  SERIES 2001-1 SUPPLEMENT, dated as of [___] (as amended,
modified, restated or supplemented from time to time in with the terms hereof,
this "Series Supplement"), by and among AIG CREDIT PREMIUM FINANCE MASTER TRUST,
a Delaware business trust, as Issuer ("Issuer"), and BANK ONE, NATIONAL
ASSOCIATION, a national banking association, as trustee (together with its
successors in trust under the Base Indenture referred to below, the "Trustee")
to the Base Indenture, dated as of November 8, 1999, between the Issuer and the
Trustee (as amended, modified, restated or supplemented from time to time,
exclusive of Series Supplements, the "Base Indenture").

                  Pursuant to this Series Supplement, the Issuer shall create a
new Series of Notes and shall specify the Principal Terms thereof.

                              PRELIMINARY STATEMENT
                              ---------------------

                  WHEREAS, Section 2.2 of the Base Indenture provides, among
other things, that Issuer and the Trustee may at any time and from time to time
enter into a series supplement to the Base Indenture for the purpose of
authorizing the issuance of one or more Series of Notes.

                  NOW, THEREFORE, the parties hereto agree as follows:

                                   DESIGNATION
                                   -----------

                  (a) There is hereby created a Series of notes to be issued
pursuant to the Base Indenture and this Series Supplement and such Series of
notes shall be designated generally Premium Finance Asset Backed Notes, Series
2001-1. The Notes shall be issued in three classes: (i) Series 2001-1 Class A
Floating Rate Asset Backed Notes, which shall be designated generally as the
"Class A Notes," (ii) the Series 2001-1 Class B Floating Rate Asset Backed
Notes, which shall be designated generally as the "Class B Notes" and (iii) the
Series 2001-1 Class C Floating Rate Asset Backed Notes, which shall be
designated generally as the "Class C Notes." The Class A Notes, the Class B
Notes and the Class C Notes are referred to collectively as the "Notes." The
Notes shall be issued in minimum denominations of $[100,000] and integral
multiples of $[1,000] in excess thereof.

                  (b) Series 2001-1 shall be included in Group One (as defined
below). Series 2001-1 shall not be subordinated to any other Series.

                  SECTION 1. Definitions.
                             -----------

                  In the event that any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the Base
Indenture, the terms and provisions of this Series Supplement shall govern. All
Article, Section or subsection references herein mean Articles, Sections or
subsections of the Base Indenture, except as otherwise provided herein. All
capitalized terms not otherwise defined herein are defined in the Base


                                       1
<PAGE>

Indenture. Each capitalized term defined herein shall relate only to the Notes
and no other Series of Notes issued by the Trust.

                  "Accumulation Period Factor" shall mean, for each Monthly
Period, a fraction, the numerator of which is equal to the sum of the initial
investor interests of all outstanding Series, and the denominator of which is
equal to the sum of (a) the Initial Investor Interest, (b) the initial investor
interests of all outstanding Series (other than Series 2000-1) which are not
expected to be in their revolving periods, and (c) the initial investor
interests of all other outstanding Series which are not allocating Shared
Principal Collections to other Series and are in their revolving periods;
provided, however, that this definition may be changed at anytime if the Rating
Agency Condition is satisfied.

                  "Accumulation Period Length" shall have the meaning assigned
to such term in subsection 5.15(j).

                  "Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into the Principal Funding
Account pursuant to subsections 5.15(e)(i), 5.15(e)(ii) and 5.15(e)(iii) with
respect to the Class A Certificates, the Class B Certificates and the Class C
Certificates, respectively, for the previous Monthly Period.

                  "Additional Amounts" has the meaning specified in the Note
Purchase Agreement.

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

                  "Administrative Agent" has the meaning set forth in the Note
Purchase Agreement.

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

                  "AIG" means American International Group, Inc., a Delaware
corporation.

                  "Amortization Commencement Aggregate Funded Amount" means the
aggregate investor interest (or adjusted investor interest if applicable) as of
the end of the Revolving Period.

                  "Annualized Monthly Excess Spread Amount" means, in respect of
any Monthly Period, the percentage calculated by dividing (i) an amount equal to
the sum of (A) the amount that is deposited (or would have been deposited but
for the operation of the third paragraph of subsection 5.4(a)) in the Finance
Charge Account pursuant to subsection 5.11(a)(i) on each day during such Monthly


                                       2
<PAGE>

Period, plus (B) the Available Yield Enhancement Amount for the immediately
succeeding Transfer Date, minus (C) the Aggregate Investor Default Amount for
such Monthly Period, minus (D) the Investor Servicing Fee payable on such
Transfer Date, minus (E) the aggregate amount payable to Noteholders in respect
of interest on the immediately succeeding Payment Date by (ii) the average daily
outstanding principal amount of the Notes for such Monthly Period, and
multiplying the resulting quotient by 12.

                  "Available Investor Principal Collections" (A) means with
respect to the Notes and any Monthly Period, an amount equal to (i) the Investor
Principal Collections for such Monthly Period (adjusted for any Servicer
Advances of principal and the reimbursement thereof), minus (ii) the amount of
Reallocated Class C Principal Collections and Reallocated Class B Principal
Collections with respect to such Monthly Period which pursuant to Section 5.18
are required to fund the Class A Required Amount (from Reallocated Class C
Principal Collections and Reallocated Class B Principal Collections) and the
Class B Required Amount (from Reallocated Class C Principal Collections and
Reallocated Class B Principal Collections), plus (iii) the amount of Shared
Principal Collections with respect to Group One that are allocated to Series
2001-1 in accordance with subsections 5.19(a) and (b), and (B) when used with
respect to any other Series, has the meaning specified in the applicable Series
Supplement.

                  "Available Reserve Account Amount" shall mean, with respect to
any Transfer Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (after taking into account any interest and earnings
retained in the Reserve Account pursuant to subsection 5.23(b) on such date, but
before giving effect to any deposit made or to be made to the Reserve Account on
such date) and (b) the Required Reserve Account Amount.

                  "Available Yield Enhancement Amount" means, with respect to
any Transfer Date, the product of (i) 2.5% and (ii) the product of (A) the
Collections for the related Monthly Period and (B) the Floating Investor
Percentage; provided that in no event shall the Available Yield Enhancement
Amount for any Transfer Date exceed the lesser of (i) sum of Class A Monthly
Interest, Class A Additional Interest, Class B Monthly Interest, Class B
Additional Interest, Class C Monthly Interest and Class C Additional Interest
for such Transfer Date and (ii) the aggregate of all amounts otherwise payable
to the Seller on the current Transfer Date.

                  "Business Day" means, for the purpose of determining LIBOR,
any Business Day (as defined in the Base Indenture) other than a day on which
banking institutions in London, England trading in Dollar deposits in the London
interbank market are authorized or obligated by law or executive order to be
closed; for all other purposes, Business Day has the meaning provided in the
Base Indenture.

                  "Class A Additional Interest" has the meaning specified in
subsection 5.12(a).



                                       3
<PAGE>

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

                  "Class A Available Funds" means, with respect to any Monthly
Period, an amount equal to the Class A Floating Allocation of the Collections of
Finance Charge Receivables allocated to the Investor Interest (adjusted for
Servicer Advances of interest and the reimbursement thereof) and deposited in
the Finance Charge Account for such Monthly Period (or to be deposited in the
Finance Charge Account on the related Transfer Date with respect to the
preceding Monthly Period pursuant to the third paragraph of subsection 5.4(a).

                  "Class A Deficiency Amount" has the meaning specified in
subsection 5.12(a).

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

                  "Class A Floating Allocation" means, with respect to any
Transfer Date, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is equal to the Class A Adjusted
Investor Interest and the denominator of which is equal to the Adjusted Investor
Interest.

                  "Class A Initial Investor Interest" means the aggregate
initial principal amount of the Class A Notes, which is $[___].

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

                  "Class A Investor Charge-Offs" has the meaning specified in
subsection 5.16(a).

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



                                       4
<PAGE>

                  "Class A Investor Interest" means, on any date of
determination, an amount equal to (a) the Class A Initial Investor Interest,
minus (b) the aggregate amount of principal payments in respect of an
amortization period the Class A Notes made to Class A Noteholders prior to such
date, minus (c) the aggregate amount of Class A Investor Charge-Offs pursuant to
subsection 5.16(a), plus (d) the aggregate amount of Excess Spread and funds on
deposit in the Yield Enhancement Account allocated and available on all prior
Transfer Dates pursuant to subsection 5.17(b) for the purpose of reimbursing
amounts deducted pursuant to the foregoing clause (c).

                  "Class A Monthly Interest" means the monthly interest payable
in respect of the Class A Notes as calculated in accordance with subsection
5.12(a).

                  "Class A Monthly Principal" means the monthly principal
payable in respect of the Class A Notes as calculated in accordance with
subsection 5.13(a).

                  "Class A Note Rate" means, with respect to each Interest
Period prior to the Refinance Date, a variable rate equal to ___% in excess of
LIBOR, as determined on the related LIBOR Determination Date and for each
Interest Period beginning on or after the Refinance Date a variable rate equal
to __% in excess of LIBOR as determined on the related LIBOR Determination Date
plus, if the Payout Event described in Section 9.1(q) herein has occurred, 2%
per annum.

                  "Class A Noteholder" means the Person in whose name a Class A
Note is registered in the Note Register.

                  "Class A Notes" means any of the notes executed and
authenticated by or on behalf of the Trustee, substantially in the form of
Exhibit A hereto. The outstanding balance of the Class A Notes will at all times
equal the Class A Investor Interest.

                  "Class A Prior Period Interest" means the sum, with respect to
each Interest Period in which the Class A Notes would have accrued interest on
the Class A Investor Interest had such Class A Investor Interest not been
reduced for reasons other than the payment of principal to the Class A
Noteholders, of an amount equal to the product of (i) the Class A Note Rate in
effect during such Interest Period plus 2% per annum, (ii) the actual number of
days in such Interest Period divided by 360 and (iii) the amount by which the
Class A Investor Interest was less than the Class A Investor Interest during
such Interest Period for reasons other than the payment of principal to the
Class A Noteholders; provided, however, that Class A Prior Period Interest will
not be distributed until the Payment Date(s) following the Transfer Date on
which the Class A Investor Interest has been reimbursed in full for any
reductions.

                  "Class A Required Amount" has the meaning specified in
subsection 5.14(a).

                  "Class A Servicing Fee" has the meaning specified in Section 3
hereof.



                                       5
<PAGE>

                  "Class B Additional Interest" has the meaning specified in
subsection 5.12(b).

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

                  "Class B Available Funds" means, with respect to any Monthly
Period, an amount equal to the Class B Floating Allocation of the Collections of
Finance Charge Receivables allocated to the Investor Interest (adjusted for
Servicer Advances of interest and the reimbursement thereof) and deposited in
the Finance Charge Account for such Monthly Period (or to be deposited in the
Finance Charge Account on the related Transfer Date with respect to the
preceding Monthly Period pursuant to the third paragraph of subsection 5.4(a)).

                  "Class B Deficiency Amount" has the meaning specified in
subsection 5.12(b).

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

                  "Class B Floating Allocation" means, with respect to any
Transfer Date, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is equal to the Class B Adjusted
Investor Interest and the denominator of which is equal to the Adjusted Investor
Interest.

                  "Class B Initial Investor Interest" means the aggregate
initial principal amount of the Class B Notes, which is $[___].

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

                  "Class B Investor Charge-Offs" has the meaning specified in
subsection 5.16(b).

                  "Class B Investor Default Amount" means, with respect to each
Transfer Date, an amount equal to the product of (a) the Aggregate Investor


                                       6
<PAGE>

Default Amount for the related Monthly Period and (b) the Class B Floating
Allocation applicable for such Transfer Date.

                  "Class B Investor Interest" means, on any date of
determination, an amount equal to (a) the Class B Initial Investor Interest,
minus (b) the aggregate amount of principal payments in respect of an
amortization period of the Class B Notes made to Class B Noteholders prior to
such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for
all prior Transfer Dates pursuant to subsection 5.16(b), minus (d) the amount of
the Reallocated Class B Principal Collections allocated pursuant to subsection
5.18(a) and (b) on all prior Transfer Dates for which the Class C Investor
Interest has not been reduced, minus (e) an amount equal to the amount by which
the Class B Investor Interest has been reduced on all prior Transfer Dates
pursuant to subsection 5.16(a) and plus (f) the aggregate amount of Excess
Spread and funds on deposit in the Yield Enhancement Account allocated and
available on all prior Transfer Dates pursuant to subsection 5.17(d) for the
purpose of reimbursing amounts deducted pursuant to the foregoing clauses (d),
(e) and (f).

                  "Class B Monthly Interest" means the monthly interest payable
in respect of the Class B Notes as calculated in accordance with subsection
5.12(b).

                  "Class B Monthly Principal" means the monthly principal
payable in respect of the Class B Certificates as calculated in accordance with
subsection 5.13(b).

                  "Class B Note Rate" means, with respect to each Interest
Period prior to the Refinance Date, a variable rate equal to ___% in excess of
LIBOR, as determined on the related LIBOR Determination Date and for each
Interest Period beginning on or after the Refinance Date a variable rate equal
to __% in excess of LIBOR as determined on the related LIBOR Determination Date
plus, if the Payout Event described in Section 9.1(q) herein has occurred, 2%
per annum.

                  "Class B Noteholder" means the Person in whose name a Class B
Note is registered in the Note Register.

                  "Class B Notes" means any of the notes executed and
authenticated by or on behalf of the Trustee, substantially in the form of
Exhibit B hereto. The outstanding balance of the Class B Notes will at all times
equal the Class B Investor Interest.

                  "Class B Prior Period Interest" shall mean, with respect to
each Interest Period in which the Class B Notes would have accrued interest on
the outstanding principal balance of the Class B Notes had the outstanding
principal balance of the Class B Notes not been reduced for reasons other than
the payment of principal to the Class B Noteholders, an amount equal to the sum
of (a) the product of (i) the Class B Note Rate in effect during such Interest
Period, (ii) the actual number of days in such Interest Period divided by 360
and (iii) the amount by which the outstanding principal balance of the Class B
Notes was less than the outstanding principal balance of the Class B Notes
during such Interest Period for reasons other than the payment of principal to
the Class B Noteholders and (b) all unpaid Class B Prior Period Interest from


                                       7
<PAGE>

prior Interest Periods; provided, however, that Class B Prior Period Interest
shall not be distributed until the Payment Date or Payment Dates following the
Transfer Date on which the Class B Notes have been reimbursed in full for any
reductions.

                  "Class B Required Amount" has the meaning specified in
subsection 5.14(b).

                  "Class B Servicing Fee" has the meaning specified in Section 3
hereof.

                  "Class C Additional Interest" has the meaning specified in
subsection 5.12(c).

                  "Class C Adjusted Investor Interest" shall mean with respect
to any date of determination, an amount equal to the Class C Investor Interest,
minus the funds on deposit in the Principal Funding Account in excess of the sum
of the Class A Investor Interest and the Class B Investor Interest on such date
(up to the Class C Investor Interest).

                  "Class C Available Funds" means, with respect to any Monthly
Period, an amount equal to the Class C Floating Allocation of the Collections of
Finance Charge Receivables allocated to the Investor Interest and deposited in
the Finance Charge Account for such Monthly Period (or to be deposited in the
Finance Charge Account on the related Transfer Date with respect to the
preceding Monthly Period pursuant to the third paragraph of subsection 5.4(a)).

                  "Class C Deficiency Amount" has the meaning specified in
subsection 5.12(c).

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

                  "Class C Floating Allocation" means, with respect to any
Transfer Date, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Class C Adjusted Investor
Interest and the denominator of which is equal to the Adjusted Investor
Interest.

                  "Class C Initial Investor Interest" means the aggregate
initial principal amount of the Class C Notes, which is $[___].

                  "Class C Investor Allocation" means with respect to any
Monthly Period, (a) with respect to Investor Default Amounts and Finance Charge
Receivables at any time or Principal Receivables during the Revolving Period,


                                       8
<PAGE>

the Class C Floating Allocation, and (b) with respect to Principal Receivables
during the Controlled Accumulation Period or the Rapid Amortization Period, the
Class C Fixed Allocation.

                  "Class C Investor Charge-Offs" has the meaning specified in
subsection 5.16(c).

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

                  "Class C Investor Interest" means, an amount equal to (a) the
Class C Initial Investor Interest, minus (b) the aggregate amount of principal
payments in respect of an amortization period of the Class C Notes made to the
Class C Noteholders prior to such date, minus (c) the aggregate amount of Class
C Investor Charge-Offs for all prior Transfer Dates pursuant to subsection
5.16(c), minus (d) the amount of Reallocated Principal Collections allocated
pursuant to Section 5.18 on all prior Transfer Dates for which the Class C
Investor Interest was reduced, minus (e) an amount equal to the amount by which
the Class C Investor Interest has been reduced on all prior Transfer Dates
pursuant to Section 5.16, and plus (f) the aggregate amount of Excess Spread and
funds on deposit in the Yield Enhancement Account allocated and available on all
prior Transfer Dates pursuant to subsection 5.17(j) for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e).

                  "Class C Monthly Interest" has the meaning specified in
subsection 5.12(c).

                  "Class C Monthly Principal" means the monthly principal
distributable in respect of the Class C Notes as calculated in accordance with
subsection 5.13(c).

                  "Class C Note Rate" means, [_____]

                  "Class C Noteholder" means the Person in whose name a Class C
Note is registered in the Note Register.

                  "Class C Notes" means any of the notes executed and
authenticated by or on behalf of the Trustee, substantially in the form of
Exhibit C hereto. The outstanding balance of the Class C Notes will at all times
equal the Class C Investor Interest.

                  "Class C Prior Period Interest" shall mean, with respect to
each Interest Period in which the Class C Notes would have accrued interest on
the outstanding principal balance of the Class C Notes had the outstanding
principal balance of the Class C Notes not been reduced for reasons other than
the payment of principal to the Class C Noteholders, an amount equal to the
product of (i) the Class C Note Rate in effect during such Interest Period, (ii)
the actual number of days in such Interest Period divided by 360 and (iii) the


                                       9
<PAGE>

amount by which the outstanding principal balance of the Class C Notes was less
than the outstanding principal balance of the Class C Notes during such Interest
Period for reasons other than the payment of principal to the Class C
Noteholders and (b) all unpaid Class C Prior Period Interest from prior Interest
Periods; provided, however, that Class C Prior Period Interest shall not be
distributed until the Payment Date or Payment Dates following the Transfer Date
on which the Class C Notes have been reimbursed in full for any reductions.

                  "Class C Required Amount" has the meaning specified in
subsection 5.14(c).

                  "Class C Servicing Fee" has the meaning specified in Section 3
hereof.

                  "Closing Date" means [___].

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Controlled Accumulation Amount" shall mean for any Transfer
Date during the Controlled Accumulation Period, $________; provided, however,
that if the Accumulation Period Length is determined to be less than 18 months
pursuant to subsection 5.15(j), the Controlled Accumulation Amount for each
Transfer Date with respect to the Controlled Accumulation Period will be equal
to [(i) the product of (x) the sum of (1) the Class A Initial Investor Interest,
(2) the Class B Initial Investor Interest and (3) the Class C Initial Investor
Interest and (y) the Accumulation Period Factor for such Monthly Period divided
by (ii) the Required Accumulation Factor Number.]

                  "Controlled Accumulation Period" shall mean, unless a Pay Out
Event shall have occurred prior thereto, the period commencing at the close of
business on ______, 2007 or such later date as is determined in accordance with
subsection 5.15(j) and ending on the first to occur of (a) a Pay Out
Commencement Date and (b) the Series 2000-1, Termination Date.

                  "Controlled Deposit Amount" means, for any Payment Date with
respect to the Controlled Accumulation Period, an amount equal to the sum of the
Controlled Accumulation Amount for such Transfer Date and any existing
Accumulation Shortfall.

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


                                       10
<PAGE>

the aggregate amount on deposit in the Principal Funding Account with respect to
Class B Monthly Principal as of the Record Date preceding such Transfer Date.

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

                  "Deferred Payment Obligation Return Amount" has the meaning
set forth in the definition of "Eligible Receivable" in Section 1.1 of the Base
Indenture.

                  "Excess Funding Account" has the meaning specified in Section
5.21(a).

                  "Excess Insured Concentration Amounts" is defined in clause
(i) of the definition of Excess Receivables Amount.

                  "Excess Insurer Concentrations Amounts" is defined in clause
(ii) of the definition of Excess Receivables Amounts.

                  "Excess Receivables Amount" means, as of any date of
determination, the sum of:

                  (i) the aggregate unpaid principal balance of all Principal
         Receivables as of the end of the immediately preceding Monthly Period
         having the same Insured but only to the extent such aggregate balance
         is in excess of such Insured's Single Insured Concentration Percentage
         times the aggregate unpaid principal balance of all Principal
         Receivables as of the end of such Monthly Period (such aggregate excess
         amounts, the "Excess Insured Concentration Amounts"); and

                  (ii) the greater of:

                  (a) the sum, for each Moody's Non-Investment Grade Insurer
(including for this purpose any affiliated Moody's Non-Investment Grade Insurer)
of, if more than 5% of the aggregate unpaid principal balance of all Principal
Receivables as of the end of such Monthly Period arise from Premium Finance
Obligations made to finance premiums due to such insurer (including any such
affiliated insurer), the aggregate unpaid principal balance of such Principal
Receivables but only to the extent in excess of such percentage; and

                  (b) the sum, for each insurer (including any affiliated
insurer), of the greater of:

                  (I) if more than 2% of the aggregate unpaid principal balance
of all Principal Receivables as of the end of such Monthly Period arise from
Premium Finance Obligations made to finance premiums due to the same S&P
Non-Investment Grade Insurer (including for this purpose any affiliated S&P
Non-Investment Grade Insurer), the aggregate unpaid principal balance of such


                                       11
<PAGE>

Principal Receivables but only to the extent in excess of such percentage; and

                  (II) if more than 4% of the aggregate unpaid principal balance
of all Principal Receivables as of the end of such Monthly Period arise from
Premium Finance Obligations made to finance premiums due to the same S&P Non-AAA
Insurer (including for this purpose any affiliated S&P Non-AAA Insurer), the
aggregate unpaid principal balance of such Principal Receivables but only to the
extent in excess of such percentage (the greater of such aggregate excess
amounts in clauses (a) and (b), the "Excess Insurer Concentration Amounts"); and

                  and (iii) the excess of the aggregate unpaid principal balance
of Principal Receivables relating to Deferred Payment Obligations (other than
Exempt Deferred Payment Obligations) over 10% of the aggregate unpaid principal
balance of all Principal Receivables, each as of the end of such Monthly Period.

For purposes of making any calculation: pursuant to clause (ii) above, any
amount that would be part of the Excess Receivables Amount under such clause
shall be taken into account only to the extent not already taken into account
under clause (i) above.

                  "Excess Spread" means, with respect to any Transfer Date, the
sum of the amounts with respect to such Transfer Date, if any, specified
pursuant to subsections 5.15(a)(iv), 5.15(b)(iii), and 5.15(c)(ii), plus the
income and earnings referred to in subsections 5.20(d) and 5.21(c).

                  "Exempt Deferred Payment Obligation" means a Deferred Payment
Obligation in respect of which the entity agreeing to pay the Deferred Payment
Obligation Return Amount upon cancellation of the related insurance policy has a
long term unsecured debt rating of Aaa by Moodys and AAA by Standard & Poor's
(or if such entity is AIG or an affiliate of AIG, at least Aa3 by Moody's and
AA- by Standard & Poor's).

                  "Financed Premium Percentage" means, in respect of any Monthly
Period, the ratio (expressed as a percentage) of the aggregate of the portions
of premiums financed or committed to be financed, as of the respective dates of
origination of the related Premium Finance Obligations, of all Additional
Receivables transferred to the Trust during such Monthly Period to the aggregate
of the premiums paid or committed to be paid with respect to such Premium
Finance Obligations.

                  "Fixed Investor Percentage" means, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
Investor Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is the greater of (a) the aggregate amount
of Principal Receivables (with respect to Originator Receivables) in the Trust
as of the close of business on the last day of the prior Monthly Period and (b)
the sum of the numerators used to calculate the respective investor percentages


                                       12
<PAGE>

used for allocations with respect to Principal Receivables for all outstanding
Series on such date of determination.

                  "Floating Investor Percentage" means, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of which
is the Adjusted Investor Interest as of the end of the day on the Payment Date
occurring during such Monthly Period and the denominator of which is the greater
of (a) the aggregate amount of Principal Receivables (with respect to Originator
Receivables) in the Trust plus of the close of business on the last day of the
preceding Monthly Period ending before the immediately preceding Payment Date
minus Principal Receivables that have been removed from the Trust pursuant to
Section 2.07 of the Sale and Servicing Agreement and (b) the sum of the
numerators used to calculate the respective investor percentages used for
allocations with respect to Finance Charge Receivables, Investor Default Amounts
or Principal Receivables, as applicable, for all outstanding Series on such date
of determination.

                  "Group One" means Series 2001-1 and each other Series
specified in the related series supplement to be included in Group One.

                  "Increase" has the meaning specified in Section 3.1(a).

                  "Initial Investor Interest" means the aggregate initial
principal amount of the Notes, which is $[___].

                  "Insurer Insolvency Event" means, with respect to any insurer,
the commencement of an insolvency, receivership or similar proceeding in respect
of such insurer.

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

                  "Investor Default Amount" means, with respect to any Monthly
Period and any Receivable under a Premium Finance Obligation that became a
Defaulted Obligation during such Monthly Period, an amount equal to the product
of (a) the unpaid amount (including both principal and accrued unpaid finance
charges) of such Receivable as of the date that such Premium Finance Obligation
became a Defaulted Obligation and (b) the Floating Investor Percentage with
respect to such Monthly Period; provided, however, that the calculation of
"Investor Default Amount" shall in no event give effect to losses in respect of
Excess Insured Concentration Amounts computed pursuant to clause (i) of the
definition of Excess Receivables Amount or losses in respect of Excess Insurer
Concentration Amounts (to the extent relating to an Insurer Insolvency Event)
computed pursuant to clause (ii) of such definition.



                                       13
<PAGE>

                  "Investor Interest" means, on any date of determination, an
amount equal to the sum of (a) the Class A Investor Interest, (b) the Class B
Investor Interest and (c) the Class C Investor Interest, each as of such date.

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

                  "Investor Principal Collections" means, with respect to any
Monthly Period, the sum of (a) the aggregate amount deposited into the Principal
Account for such Monthly Period pursuant to subsections 5.11(a)(ii), (iii) and
(iv), or 5.11(b)(ii), (iii) and (iv) or 5.11(d)(ii) in each case, as applicable
to such Monthly Period, (b) the aggregate amount to be treated as Investor
Principal Collections pursuant to subsections 5.15(a)(iii), 5.17(a), 5.17(b),
5.17(c), 5.17(d), 5.17(g) and 5.17(h) for such Monthly Period (other than such
amount paid from Reallocated Principal Collections), (c) the aggregate amount of
Collections on deposit in the Excess Funding Account on the related Transfer
Date that are to be deposited in the Principal Account pursuant to subsection
5.11(f) in connection with the refinancing of any Class of Notes, the aggregate
amount deposited in the Payment Account pursuant to Section 11 hereof.

                  "Investor Servicing Fee" has the meaning specified in Section
3 hereof.

                  "Legal Final Payment Date" means [____].

                  "LIBOR" means, for any Interest Period, the composite London
interbank offered rate for one-month Dollar deposits determined by the Trustee
for each Interest Period in accordance with the provisions of Section 5.24.

                  "LIBOR Determination Date" means the second Business Day prior
to the commencement of the second and each subsequent Interest Period (and with
respect to the first Interest Period the second Business Day prior to the
Closing Date).

                  "Long-Term Receivables" has the meaning specified in the last
paragraph of Section 9 hereof.

                  "Mandatory Decrease" has the meaning specified in Section
3.2(a).

                  "Mandatory Servicer Advance" has the meaning specified in
Section 5.28.

                  "Maximum Yield Enhancement Amount" means, with respect to any
Transfer Date, the amount calculated pursuant to the proviso to the definition
of "Available Yield Enhancement Amount," determined on the assumption that the
Class A Note Rate, the Class B Note Rate and the Class C Note Rate used in
determining Class A Monthly Interest, Class B Monthly Interest and Class C
Monthly Interest, respectively, equals in each case 16% per annum or if then


                                       14
<PAGE>

higher, the highest of the then current Class A Note Rate, Class B Note Rate or
Class C Note Rate.

                  "Minimum Trust Interest" means for any date of determination
an amount equal to (a) the product of 104% (or such lesser percentage as each
Rating Agency shall confirm will not result in the reduction, qualification or
withdrawal of the rating of the Class A Notes and such other Classes of Notes as
are held by persons other than the Seller or its affiliates) times the greater
of (x) the maximum Amortization Commencement Aggregate Funded Amount of any
Series then outstanding and (y) the aggregate investor interest (or adjusted
investor interest if applicable) as of such date minus (b) the aggregate
investor interest (or adjusted investor interest if applicable)as of such date
plus (c) the Excess Receivables Amount as of such date applied pursuant to
Section 5.25.

                  "Monthly Interest" means, with respect to any Transfer Date,
the sum of (a) the Class A Monthly Interest, the Class A Additional Interest, if
any, and the unpaid Class A Deficiency Amount, if any, (b) the Class B Monthly
Interest, the Class B Additional Interest, if any, and the unpaid Class B
Deficiency Amount, if any, (c) the Class C Monthly Interest, the Class C
Additional Interest, if any, and the Class C Deficiency Amount, if any, each
with respect to such Transfer Date.

                  "Monthly Payment Rate" means, in respect of any Monthly
Period, a fraction (expressed as a percentage), the numerator of which shall
equal the aggregate Collections received in respect of Principal Receivables and
in Finance Charges on the Originator Receivables and Underlying Receivables
during such Monthly Period and the denominator of which shall equal the
aggregate amount of Originator Receivables and Underlying Receivables at the end
of the preceding Monthly Period.

                  "Monthly Period" has the meaning specified in the Base
Indenture, except that the first Monthly Period with respect to the Notes shall
begin on and include the first day of the month in which the Closing Date occurs
and shall end on and include [___], .

                  "Moody's Non-Investment Grade Insurer" means, on any date of
determination, an insurer that as of the end of the immediately preceding
Monthly Period did not have an insurance financial strength rating of at least
investment grade (i.e., Baa3 or higher) by Moody's, unless Moody's shall have
previously notified the Seller in writing that such insurer is not to be deemed
a Moody's Non-Investment Grade Insurer (and shall not have revoked such
notification).

                  "Net Servicing Fee Rate" means (a) so long as AIC, AICCO, IP
Finance I, IP Finance II and IP Funding or any other affiliate thereof are
separately or collectively the Servicer, 0% per annum and (b) otherwise, 0.50%
per annum.

                  "91 Day Delinquency Amount" means, as of any Transfer Date, an
amount equal to the product of (a) the Floating Investor Percentage and (b) the
aggregate outstanding principal amount as of the end of the immediately
preceding Monthly Period of the Premium Finance Obligations relating to


                                       15
<PAGE>

Receivables then in the Trust that are then overdue 91 days or more after
cancellation of the related insurance policies (or, if cancellation was delayed,
whether due to a stay by reason of an Insured's bankruptcy or other reason,
after the date the policy would have been cancelled in the absence of such
delay).

                  "Noteholder" means (a) with respect to the Class A Notes, the
holder of record of a Class A Note, (b) with respect to the Class B Notes, the
holder of record of a Class B Note, (c) with respect to the Class C Notes, the
holder of record of a Class C Note and (d) with respect to any Notes, the holder
of record of such Notes.

                  "Noteholders" means the holder of record of a Note.

                  "Notes" means the Class A Notes, the Class B Notes and the
Class C Notes.

                  "Offered Notes" means the Class A Notes and Class B Notes.

                  "Optional Servicer Advances" has the meaning specified in
Section 5.28.

                  "Payment Account" means the account established for the
benefit of the Noteholders pursuant to subsection 5.3(c).

                  "Payment Date" means[___], and the fifteenth day of each
calendar month thereafter, or if such fifteenth day is not a Business Day, the
next succeeding Business Day.

                  "Pay Out Commencement Date" means the date on which a Trust
Pay Out Event is deemed to occur pursuant to Section 9.1 of the Base Indenture
or a Series 2001-1 Pay Out Event is deemed to occur pursuant to Section 9
hereof.

                  "Pool Factor" means, with respect to the last day of any
Monthly Period, a number carried out to seven decimals representing the ratio of
the Investor Interests as of such day (determined after taking into account any
reduction therein which will occur on the Payment Date following such last day
of such Monthly Period) to the Initial Investor Interests.

                  "Principal Funding Account" shall have the meaning set forth
in subsection 5.22.

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

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


                                       16
<PAGE>

including the immediately preceding Transfer Date to but excluding such Transfer
Date.

                  "Principal Funding Investment Shortfall" shall mean, as of
each Transfer Date with respect to the Controlled Accumulation Period and the
first Transfer Date with respect to the Rapid Amortization Period, the amount,
if any, by which the Principal Funding Investment Proceeds for such Transfer
Date are less than the Covered Amount determined as of such Transfer Date.

                  "Rapid Amortization Period" means the Amortization Period
commencing on the Pay Out Commencement Date and ending on the earlier to occur
of (a) the Series 2001-1 Termination Date and (b) the discharge of the Indenture
of the Trust pursuant to Section 12.

                  "Rating Agency" means Moody's and Standard & Poor's.

                  "Reallocated Class B Principal Collections" means, with
respect to any Transfer Date, Collections of Principal Receivables applied in
accordance with subsections 5.18(a) and (b) in an amount not to exceed the
product of (a) the Class B Investor Allocation with respect to the Monthly
Period relating to such Transfer Date and (b) the Investor Percentage with
respect to the Monthly Period relating to such Transfer Date and (c) the amount
of Collections of Principal Receivables with respect to the Monthly Period
relating to such Transfer Date; provided, however, that such amount shall not
exceed the Class B Investor Interest after giving effect to any Class B Investor
Charge-Offs for such Transfer Date.

                  "Reallocated Class C Principal Collections" means, with
respect to any Transfer Date, Collections of Principal Receivables applied in
accordance with subsections 5.18(a) and (b) in an amount not to exceed the
product of (a) the Class C Investor Allocation with respect to the Monthly
Period relating to such Transfer Date and (b) the Investor Percentage with
respect to the Monthly Period relating to such Transfer Date and (c) the amount
of Collections of Principal Receivables with respect to the Monthly Period
relating to such Transfer Date; provided, however, that such amount shall not
exceed the Class C Investor Interest after giving effect to any Class C Investor
Charge-Offs for such Transfer Date.

                  "Reallocated Principal Collections" means the sum of (a)
Reallocated Class B Principal Collections and (b) Reallocated Class C Principal
Collections.

                  ["Reassignment Amount" with respect to a Reassignment Date
pursuant to subsection 2.04(g) of the Sale and Servicing Agreement and Series
2001-1, means an amount equal to (i) the outstanding balance of the Notes of
such Series at the end of the day immediately preceding the Reassignment Date,
less the amount, if any, previously allocated for payment of principal to such
Noteholders on the related Payment Date in the Monthly Period in which the
Reassignment Date occurs, plus (ii) an amount equal to all interest accrued but
unpaid on the Notes of such Series at the applicable Note Rate for the related


                                       17
<PAGE>

Interest Period through the last day of such Interest Period, less the amount,
if any, previously allocated for payment of interest to the Noteholders of such
Series on the related Payment Date in the Monthly Period in which the
Reassignment Date occurs, plus (without duplication) (iii) the aggregate amount
by which the Investor Interest shall have been reduced other than as a result of
principal payments on the Notes, plus (iv) all Class A Refinance Amounts and
Class B Refinance Amounts (including any amounts accruing as a result of the
related reassignment).]

                  "Record Date" means for this Series, the day 5 Business Days
prior to the related Payment Date.

                  "Reference Banks" means four major banks in the London
interbank market selected by the Servicer and identified in an officer's
certificate delivered to the Trustee on the Closing Date or in any subsequent
officer's certificate delivered no later than one Business Day prior to any
applicable LIBOR Determination Date.

                  "Refinance Date" means the date on which the Notes are
redeemed in full pursuant to Section 11 hereof.

                  "Refinancing Price" means an amount equal to the sum of the
unpaid Investor Interest (including any amounts by which the Investor Interest
had previously been reduced for reasons other than payments of principal, but
not reimbursed) and accrued and unpaid amounts and Monthly Interest and Prior
Period Interest on the Notes at the respective Note Rates through the day
preceding the Refinancing Date, less amounts, if any, on deposit on the
Refinancing Date in the Payment Account for the payment of accrued and unpaid
principal and interest on the Notes.

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

                  "Required Reserve Account Amount" shall mean, with respect to
any Transfer Date, an amount equal to (a) ___% of the outstanding principal
balance of the Notes or (b) any other amount designated by the Seller; provided,
however, that if such designation is of a lesser amount, the Seller shall (i)
provide the Servicer and the Trustee with evidence that the Rating Agency
Condition shall have been satisfied and (ii) deliver to the Trustee a
certificate of an authorized officer to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of the Seller, such
designation will not cause a Pay Out Event or an event that, after the giving of
notice or the lapse of time, would cause a Pay Out Event to occur with respect
to Series 2000-1.



                                       18
<PAGE>

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

                  "S&P Non-AAA Insurer" means, on any date of determination, an
insurer that as of the end of the immediately preceding Monthly Period did not
have a claims-paying ability rating at least as high as the then applicable
rating assigned by Standard & Poor's to the Class A Notes (other than any
Affiliate of AIG with a Standard & Poor's rating of at least AA-), unless
Standard & Poor's shall have previously notified the Seller in writing (and the
Seller has notified Noteholders) that such insurer is not to be deemed an S&P
Non-AAA Insurer (and shall not have revoked such notification).

                  "S&P Non-Investment Grade Insurer" means, on any date of
determination, an insurer that as of the end of the immediately preceding
Monthly Period did not have a claims-paying ability rating of at least
investment grade (i.e., in one of the top four generic rating categories,
irrespective of any plus or minus) by Standard & Poor's (other than any
affiliate of AIG with a Standard & Poor's qualified solvency rating of at least
BBBq), unless Standard & Poor's shall have previously notified the Seller in
writing that such insurer is not to be deemed an S&P Non-Investment Grade
Insurer (and shall not have revoked such notification).

                  "Scheduled Payment Date" means the Payment Date in _________,
2007.

                  "Seller" means A.I. Receivables Transfer Corp.

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

                  "Series 2001-1" means the Series of the AIG Premium Finance
Loan Master Trust represented by the Notes.

                  "Series 2001-1 Pay Out Event" has the meaning specified in
Section 9 hereof.

                  "Series 2001-1 Termination Date" means the earliest to occur
of (a) the Payment Date on which the Notes plus all other amounts due and owing
to the Noteholders, are paid in full, (b) the Legal Final Payment Date and (c)
the Trust Termination Date.

                  "Servicer Advances" has the meaning specified in Section 5.28.



                                       19
<PAGE>

                  "Servicer Default" has the meaning specified in section 10.01
of the Sale and Servicing Agreement.

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

                  "Single Insured Concentration Percentage" means for a given
Insured the percentage calculated by taking the lesser of (a) 3% and (b) the
greater of (i) 1% and (ii) the weighted average remaining installment term of
the Receivables to such Insured, in months, divided by 1200.

                  "Trust" means the AIG Credit Premium Finance Master Trust, a
Delaware business trust.

                  "Unconcentrated 240+ Day Delinquency Percentage" means for any
date of determination the percentage calculated by dividing (a) the sum of the
Unconcentrated Insured Amount for each Receivable relating to a Premium Finance
Obligation that is 240 days or more past cancellation or cancellability of the
related insurance policy, by (b) the aggregate unpaid principal balance of all
Receivables.

                  "Unconcentrated Insured Amount" means for a given Insured the
product of (i) the difference between such Insured's Single Insured
Concentration Percentage and 1% (but such difference cannot be less than zero)
and (ii) the aggregate unpaid principal balance of all Receivables.

                  "Yield Enhancement Account" has the meaning specified in
subsection 5.20(a).

                  SECTION 2. Article 3 of the Base Indenture. Article 3 shall be
read in its entirety as follows and shall be applicable only to the Notes:



                                       20
<PAGE>

                                    ARTICLE 3

                                INITIAL ISSUANCE

                  SECTION 3.1 Initial Issuance. Subject to satisfaction of the
conditions precedent set forth herein, on the Closing Date, the Issuer will
issue the Notes in the aggregate initial principal amount equal to the Initial
Investor Interest in accordance with Section 2.2.

                  SECTION 3. Servicing Compensation. The share of the Servicing
Fee allocable to Series 2001-1 with respect to any Transfer Date (the "Investor
Servicing Fee") shall be equal to the sum of the Class A Servicing Fee, the
Class B Servicing Fee and the Class C Servicing Fee with respect to such date.
The share of the Investor Servicing Fee allocable to the Class A Investor
Interest with respect to any Transfer Date (the "Class A Servicing Fee") shall
be equal to one-twelfth of the product of (i) the Class A Floating Allocation,
(ii) the Net Servicing Fee Rate and (iii) the Investor Interest for the relevant
Interest Period. The share of the Investor Servicing Fee allocable to the Class
B Investor Interest with respect to any Transfer Date (the "Class B Servicing
Fee") shall be equal to one-twelfth of the product of (i) the Class B Floating
Allocation, (ii) the Net Servicing Fee Rate and (iii) the Investor Interest for
the related Interest Period. The share of the Investor Servicing Fee allocable
to the Class C Investor Interest with respect to any Transfer Date (the "Class C
Servicing Fee") shall be equal to one-twelfth of the product of (i) the Class C
Floating Allocation, (ii) the Net Servicing Fee Rate and (iii) the Investor
Interest for the related Interest Period. Except as specifically provided above,
the Investor Servicing Fee shall be paid by the cash flows from the Trust Estate
allocated to the Issuer or the noteholders of other Series (as provided in the
related series supplements) and in no event shall the Trust, the Trustee or the
Noteholders be liable therefor. The Class A Servicing Fee shall be payable to
the Servicer solely to the extent amounts are available for distribution in
respect thereof pursuant to subsections 5.15(a)(ii) and 5.17(a). The Class B
Servicing Fee shall be payable solely to the extent amounts are available for
distribution in respect thereof pursuant to subsections 5.15(b)(ii) and 5.17(d).
The Class C Servicing Fee shall be payable solely to the extent amounts are
available for distribution in respect thereof pursuant to subsections 5.15(c)(i)
and 5.17(g). The Servicing Fee for the first Monthly Period will be zero.

                  SECTION 4. Cleanup Call.

                  (a) The Notes shall be subject to purchase by the Servicer at
its option, in accordance with the terms specified in subsection [12.4(a)] on
any Payment Date on or after the Payment Date on which the Investor Interest is
reduced to an amount less than or equal to 10% of the Initial Investor Interest.

                  (b) The deposit required in connection with any such purchase
will be equal to the sum of (a) the outstanding principal balance of the Notes
plus (b) accrued and unpaid interest on the Notes through the day preceding the
Payment Date on which the purchase occurs, plus (c) the aggregate amount by
which the principal balance of the Notes shall have been reduced for reasons


                                       21
<PAGE>

other than payment of principal to the Noteholders, plus (d) all other Class A
Refinance Amounts and Class B Refinance Amounts (including any amounts accruing
as a result of the application of the proceeds of such purchase), minus (e) the
amounts, if any, on deposit at such Payment Date in the Payment Account for the
payment of principal and interest due the Noteholders.

                  SECTION 5. Delivery and Payment for the Notes. The Trustee
shall execute, authenticate and deliver the Notes in accordance with Section 2.4
and Section 6 below.

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

                  (a) The Class A Notes and Class B Notes shall be delivered as
Registered Notes in book-entry form. The Class C Notes shall be delivered as
Registered Notes in certificated form as provided in Section 2.1 of the Base
Indenture, shall be initially registered in the name of the Seller and,
notwithstanding anything to the contrary contained in the Base Indenture, shall
not be transferred, sold or pledged, in whole or in part, other than pursuant to
Section 2.1 of the Base Indenture.

                  (b) [RESERVED].

                  (c) [RESERVED].

                  (d) [RESERVED].

                  (e) The Offered Notes will be issuable in minimum
denominations of $100,000 and integral multiples of $1,000 in excess thereof.
The Class C Notes will be issued in minimum denominations of $1,000,000 and
integral multiples of $1,000 in excess thereof.

                  (f) The holder of a Definitive Note may transfer such
Definitive Note, by surrendering it at (i) the office or agency maintained by
the Trustee for such purpose in The City of New York or (ii) the office of any
transfer agent appointed by the Issuer.

                  SECTION 7. Article 5 of Base Indenture. Sections 5.1, 5.2,
5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 shall be read in their entirety as provided
in the Base Indenture. Article 5 (except for Sections 5.1, 5.2, 5.3, 5.4, 5.5,
5.6, 5.7, 5.8 and 5.9 thereof) and for purposes of Series 2001-1, the following
provisions shall constitute part of Article 5 of the Indenture and shall be
applicable only to the Notes:



                                       22
<PAGE>

                                    ARTICLE 4

                                    ARTICLE 5

                    ALLOCATION AND APPLICATION OF COLLECTIONS

                  SECTION 5.10 Rights of Noteholders. The Notes shall be secured
by the Investor Interest in the Trust Estate, consisting of the right to
receive, to the extent necessary to make the required payments with respect to
such Notes at the times and in the amounts specified in this Base Indenture and
this Series Supplement, (a) the Floating Investor Percentage and Fixed Investor
Percentage (as applicable from time to time) of Collections received with
respect to the Receivables and (b) without duplication, funds on deposit in the
Collection Account, the Finance Charge Account, the Principal Account, the
Principal Funding Account, the Reserve Account, the Yield Enhancement Account,
the Excess Funding Account and the Payment Account. The Class C Notes shall be
subordinate to the Class A Notes and the Class B Notes to the extent provided
herein. The Class B Notes shall be subordinate to the Class A Notes to the
extent provided herein. The Trust Interest shall not represent any interest in
the Collection Account, the Finance Charge Account, the Principal Account, the
Principal Funding Account, the Reserve Account, the Yield Enhancement Account,
the Excess Funding Account or the Payment Account, except as specifically
provided in this Article 5.

                  SECTION 5.11 Allocations.

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

                           (i) Deposit into the Finance Charge Account an amount
                  equal to the product of (A) the Investor Percentage on the
                  date of receipt of such Collections and (B) the aggregate
                  amount of Collections received in respect of Finance Charge
                  Receivables on such date to be applied in accordance with
                  Section 5.15.

                           (ii) Deposit into the Principal Account an amount
                  equal to the product of (A) the Class C Investor Allocation on
                  the date of receipt of such Collections, (B) the Investor
                  Percentage on the date of receipt of such Collections and (C)
                  the aggregate amount of Collections received in respect of
                  Principal Receivables on such date to be applied first in
                  accordance with Section 5.18 and then in accordance with
                  subsection 5.15(d).

                           (iii) Deposit into the Principal Account an amount
                  equal to the product of (A) the Class B Investor Allocation on
                  the date of receipt of such Collections, (B) the Investor


                                       23
<PAGE>

                  Percentage on the date of receipt of such Collections and (C)
                  the aggregate amount of Collections received in respect of
                  Principal Receivables on such date to be applied first in
                  accordance with Section 5.18 and then in accordance with
                  subsection 5.15(d).

                           (iv) Deposit into the Principal Account an amount
                  equal to the product of (A) the Class A Investor Allocation on
                  the date of receipt of such Collections, (B) the Investor
                  Percentage on the date of receipt of such Collections and (C)
                  the aggregate amount of Collections received in respect of
                  Principal Receivables on such date to be applied in accordance
                  with subsection 5.15(d);

                           (v) Pay to the Issuer, (without duplication) an
                  amount equal to the excess, if any, of the aggregate amount of
                  Collections received in respect of Finance Charge Receivables
                  and Principal Receivables on the date of receipt of such
                  Collections over the sum of (A) the amounts deposited pursuant
                  to subsections 5.11(a)(i), (ii), (iii) and (iv) above; (B) the
                  amount required to be deposited in the Yield Enhancement
                  Account pursuant to subsection 5.20(b); and (C) any amounts
                  required to be otherwise applied under any comparable
                  provision of any other Series Supplement; provided, however,
                  that the amount to be paid to the Issuer, pursuant to this
                  subsection 5.11(a)(v) and any comparable provision of any
                  other Series Supplement with respect to any such date shall be
                  paid to the Issuer, only to the extent that the Trust Interest
                  as of the end of the prior Monthly Period (as adjusted to give
                  effect to the inclusion in or removal from the Trust of all
                  Receivables transferred to or from the Trust and/or any
                  reduction or increase in any outstanding notes since the end
                  of such prior Monthly Period and on or prior to the following
                  Payment Date and the application of payments referred to in
                  subsection 5.4(b) of the Base Indenture) is greater than the
                  largest required Minimum Trust Interest of any Series
                  outstanding and otherwise shall be deposited into the Excess
                  Funding Account in accordance with subsection 5.11(f).

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

                           (i) Deposit into the Finance Charge Account an amount
                  equal to the product of (A) the Investor Percentage on the
                  date of receipt of such Collections and (B) the aggregate
                  amount of Collections received in respect of Finance Charge
                  Receivables on such date to be applied in accordance with
                  Section 5.15.



                                       24
<PAGE>

                           (ii) Deposit into the Principal Account an amount
                  equal to the product of (A) the Class C Investor Allocation on
                  the date of receipt of such Collections, (B) the Investor
                  Percentage on the date of receipt of such Collections and (C)
                  the aggregate amount of Collections received in respect of
                  Principal Receivables on such date to be applied first in
                  accordance with Section 5.18 and then in accordance with
                  subsection 5.15(e).

                           (iii) Deposit into the Principal Account an amount
                  equal to the product of (A) the Class B Investor Allocation on
                  the date of receipt of such Collections, (B) the Investor
                  Percentage on the date of receipt of such Collections and (C)
                  the aggregate amount of Collections received in respect of
                  Principal Receivables on such date to be applied first in
                  accordance with Section 5.18 and then in accordance with
                  subsection 5.15(e).

                           (iv) Deposit into the Principal Account an amount
                  equal to the product of (A) the Class A Investor Allocation on
                  the date of receipt of such Collections, (B) the Investor
                  Percentage on the date of receipt of such Collections and (C)
                  the aggregate amount of Collections received in respect of
                  Principal Receivables on such date to be applied in accordance
                  with subsection 5.15(e).

                           (v) Pay to the Issuer (without duplication), an
                  amount equal to the excess, if any, of the aggregate amount of
                  Collections received in respect of Finance Charge Receivables
                  and Principal Receivables on the date of receipt of such
                  Collections over the sum of (A) the amounts deposited pursuant
                  to subsections 5.11(b)(i), (ii), (iii) and (iv) above; (B) the
                  amount required to be deposited in the Yield Enhancement
                  Account pursuant to subsection 5.20(b); and (C) any amounts
                  required to be otherwise applied under any comparable
                  provision of any other Series Supplement; provided, however,
                  that the amount to be paid to the Issuer, pursuant to this
                  subsection 5.11(b)(v) and any comparable provision of any
                  other Series Supplement with respect to any such date shall be
                  paid to the Issuer only to the extent that the Trust Interest
                  as of the end of the prior Monthly Period (as adjusted to give
                  effect to the inclusion in or removal from the Trust of all
                  Receivables transferred to or from the Trust and/or any
                  reduction or increases in any outstanding notes since the end
                  of such prior Monthly Period and on or prior to the following
                  Payment Date and the application of payments referred to in
                  subsection 5.4(b) of the Base Indenture) is greater than the
                  largest required Minimum Trust Interest of any Series
                  outstanding and otherwise shall be deposited into the Excess
                  Funding Account in accordance with subsection 5.11(f).

                  (c) [RESERVED].



                                       25
<PAGE>

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

                           (i) Deposit into the Finance Charge Account an amount
                  equal to the product of (A) the Investor Percentage on the
                  date of receipt of such Collections and (B) the aggregate
                  amount of Collections received in respect of Finance Charge
                  Receivables on such date to be applied in accordance with
                  Section 5.15.

                           (ii) Deposit into the Principal Account an amount
                  equal to the product of (A) the Investor Percentage on the
                  date of receipt of such Collections and (B) the aggregate
                  amount of Collections processed in respect of Principal
                  Receivables on such date; provided, however, that the amount
                  deposited into the Principal Account pursuant to this
                  subsection 5.11(d)(ii) shall not exceed the sum of (a) the
                  Adjusted Investor Interest as of such date (after taking into
                  account any payments to be made on the Payment Date relating
                  to such prior Monthly Period and deposits and any adjustments
                  to be made to the Investor Interest to be made on the Transfer
                  Date relating to such Monthly Period) and (b) any Reallocated
                  Principal Collections relating to the Monthly Period in which
                  such deposit is made.

                           (iii) Pay to the Issuer, (without duplication) an
                  amount equal to the excess, if any, of the aggregate amount of
                  Collections received in respect of Finance Charge Receivables
                  and Principal Receivables on the date of receipt of such
                  Collections over the sum of (A) the amounts deposited pursuant
                  to subsections 5.11(d)(i) and (ii) above; (B) the amount
                  required to be deposited in the Yield Enhancement Account
                  pursuant to subsection 5.20(b); and (C) any amounts required
                  to be otherwise applied under any comparable provision of any
                  other Series Supplement; provided, however, that the amount to
                  be paid to the Issuer, pursuant to this subsection
                  5.11(d)(iii) and any comparable provision of any other Series
                  Supplement with respect to any such date shall be paid to the
                  Issuer, only to the extent that the Trust Interest as of the
                  end of the prior Monthly Period (as adjusted to give effect to
                  the inclusion in, or removal from, the Trust of all
                  Receivables transferred to or from the Trust and/or any
                  reduction or increase in any outstanding notes since the end
                  of such prior Monthly Period and on or prior to the following
                  Payment Date and the application of payments referred to in
                  subsection 5.4(b) of the Base Indenture) is greater than the
                  largest required Minimum Trust Interest of any Series
                  outstanding and otherwise shall be deposited into the Excess
                  Funding Account in accordance with subsection 5.11(f).

                  (e) [RESERVED].



                                       26
<PAGE>

                  (f) Excess Funding Collections. Any Collections in respect of
Principal Receivables or Finance Charge Receivables not allocated and paid to
the Issuer, because of the limitations contained in subsections 5.11(a)(v),
5.11(b)(v), 5.11(d)(iii), 5.15(d)(ii), 5.15(e)(v) and 5.17(k) shall be deposited
in the Yield Enhancement Account and any other comparable account for any other
Series to the extent required by such subsections and/or subsection 5.20(b) and
any comparable provision of any other Series Supplement, and the remainder shall
be held in the Excess Funding Account and, prior to the commencement of the
Controlled Accumulation Period, or the Rapid Amortization Period, shall be paid
(without duplication) to the Issuer, on any subsequent date when, and only to
the extent that the Trust Interest as of the end of the prior Monthly Period (as
adjusted to give effect to the inclusion in or removal from the Trust of all
Receivables transferred to or from the Trust and/or any reduction in any
outstanding notes since the end of such prior Monthly Period and on or prior to
the following Payment Date) is greater than the largest required Minimum Trust
Interest of any Series outstanding; provided, however, that if an Accumulation
Period or an Amortization Period commences with respect to any Series, any funds
on deposit in the Excess Funding Account, shall be released from the Excess
Funding Account, deposited in the Principal Account and treated as Shared
Principal Collections to the extent needed to cover principal payments due to or
for the benefit of such Series.

                  (g) Notwithstanding the preceding provisions of subsections
5.11(a), 5.11(b) and 5.11(d), the deposits required by such subsections shall be
subject to the third paragraph of subsection 5.4(a) of the Base Indenture. With
respect to any Series of notes, and notwithstanding anything in the Base
Indenture or any Series Supplement to the contrary, whether or not the Servicer
is required to make monthly or daily deposits from the Collection Account into
the Finance Charge Account, the Principal Account or the Excess Funding Account
pursuant to subsections 5.11(a), 5.11(b) and 5.11(d), with respect to any
Monthly Period, (i) the Servicer will only be required to deposit Collections
from the Collection Account into the Finance Charge Account, the Principal
Account or the Excess Funding Account up to the required amount to be deposited
into any such deposit account or, without duplication, paid on or prior to the
related Payment Date to the noteholders of all Series and (ii) if at any time
prior to such Payment Date the amount of Collections deposited in the Collection
Account exceeds the amount required to be deposited pursuant to clause (i)
above, the Servicer will be permitted to withdraw the excess from the Collection
Account and allocate and pay such excess (without duplication) to the Issuer, in
accordance with subsection 5.4(c) of the Base Indenture.

                  SECTION 5.12 Determination of Monthly Interest.

                  (a) The amount of monthly interest payable to the Class A
Notes shall be determined as of each Transfer Date and shall be an amount equal
to 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 Note Rate in effect with respect to the related Interest
Period, and (ii) the outstanding principal balance of the Class A Notes at the
start of such Interest Period (the "Class A Monthly Interest"); provided,
however, that in addition to Class A Monthly Interest an amount equal to the sum


                                       27
<PAGE>

of (i) the amount of any unpaid Class A Deficiency Amounts, as defined below,
and (ii) an amount equal to the product of (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) a rate equal to 2% per annum over the
Class A Note Rate in effect with respect to the related Interest Period, times
(C) any Class A Deficiency Amount from the prior Transfer Date, as defined below
(or the portion thereof which has not theretofore been paid to Class A
Noteholders) (such product, the "Class A Additional Interest") shall also be
payable to the Class A Notes; provided further, that the "Class A Deficiency
Amount" for any Transfer Date shall be equal to the excess, if any, of (x) the
sum of the Class A Monthly Interest, the Class A Additional Interest and the
Class A Deficiency Amount as determined pursuant to the preceding sentence for
the prior Interest Period, over (y) the amount actually paid in respect thereof
on the preceding Payment Date.

                  (b) The amount of monthly interest payable to the Class B
Notes shall be determined as of each Transfer Date and shall be an amount equal
to 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 Note Rate in effect with respect to the related Interest
Period, and (ii) the outstanding principal balance of the Class B Notes at the
start of such Interest Period (the "Class B Monthly Interest"); provided,
however, that in addition to Class B Monthly Interest an amount equal to the sum
of (i) the amount of any unpaid Class B Deficiency Amounts, as defined below,
and (ii) an amount equal to the product of (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) a rate equal to 2% per annum over the
Class B Note Rate in effect with respect to the related Interest Period, and (C)
any Class B Deficiency Amount from the prior Transfer Date, as defined below (or
the portion thereof which has not theretofore been paid to Class B Noteholders)
(such product, the "Class B Additional Interest") shall also be payable to the
Class B Notes; provided further, that the "Class B Deficiency Amount" for any
Transfer Date shall be equal to the (x) the sum of the Class B Monthly Interest,
the Class B Additional Interest and the Class B Deficiency Amount as determined
pursuant to the preceding sentence for the prior Interest Period, over (y) the
amount actually paid in respect thereof on the preceding Payment Date.

                  (c) The amount of monthly interest payable to the Class C
Notes shall be determined as of each Transfer Date and shall be an amount equal
to 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 C Note Rate in effect with respect to the related Interest
Period, and (ii) the outstanding principal balance of the Class C Notes at the
start of such Interest Period (the "Class C Monthly Interest"); provided,
however, that in addition to Class C Monthly Interest an amount equal to the sum
of (i) the amount of any unpaid Class C Deficiency Amounts, as defined below,
and (ii) an amount equal to the product of (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) a rate equal to 2% per annum over the
Class C Note Rate in effect with respect to the related Interest Period, and (C)
any Class C Deficiency Amount from the prior Transfer Date, as defined below (or


                                       28
<PAGE>

the portion thereof which has not theretofore been paid to Class C Noteholders)
(such product, the "Class C Additional Interest") shall also be payable to the
Class C Notes; provided further, that the "Class C Deficiency Amount" for any
Transfer Date shall be equal to the (x) the sum of the Class C Monthly Interest,
the Class C Additional Interest and the Class C Deficiency Amount as determined
pursuant to the preceding sentence for the prior Interest Period, over (y) the
amount actually paid in respect thereof on the preceding Payment Date.

                  SECTION 5.13 Determination of Monthly Principal.

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

                  (b) The amount of monthly principal payable from the Principal
Account with respect to the Class B Notes on each Transfer Date (the "Class B
Monthly Principal"), relating to the Controlled Accumulation Period, beginning
with the Transfer Date on which an amount equal to the Class A Investor Interest
has been deposited into the Principal Funding Account (after taking into account
any payments to be made on such Transfer Date), or during the Rapid Amortization
Period, beginning with the Transfer Date immediately preceding the Payment Date
on which the Class A Notes will be paid in full (after taking into account
payments to be made on the related Payment Date), shall be an amount equal to
the least of (i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
Available Investor Principal Collections applied to Class A Monthly Principal on
such Transfer Date) (ii) for each Transfer Date with respect to the Class B
Controlled Accumulation Period, the Controlled Deposit Amount for such Transfer
Date (minus the Class A Monthly Principal for such Transfer Date) and (iii) the
Class B Adjusted Investor Interest prior to any deposit in the Principal Funding
Account (after taking into account any adjustments to be made on such Transfer
Date pursuant to Sections 5.16 and 5.18) on such Transfer Date.

                  (c) The amount of monthly principal payable from the Principal
Account with respect to the Class C Notes on each Transfer Date (the "Class C
Monthly Principal"), with respect to (A) the Controlled Accumulation Period,
beginning with the Transfer Date on which an amount equal to the sum of (i) the
Class A Investor Interest and (ii) the Class B Investor Interest has been
deposited in the Principal Funding Account (after taking into account deposits
to be made on such Transfer Date), or (B) the Rapid Amortization Period


                                       29
<PAGE>

beginning with the Transfer Date immediately preceding the Payment Date on which
the Class B Notes will have been paid in full (after taking into account
payments to be made on the related Payment Date), shall be an amount equal to
the least of (i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
Available Investor Principal Collections applied to Class A Monthly Principal
and Class B Monthly Principal on such Transfer Date), (ii) for each Transfer
Date with respect to the Controlled Accumulation Period, the Controlled Deposit
Amount for such Transfer Date (minus the sum of the Class A Monthly Principal
and the Class B Monthly Principal for such Transfer Date; and (iii) the Class C
Adjusted Investor Interest prior to any deposit in the Principal Funding Account
(after taking into account any adjustments to be made on such Transfer Date
pursuant to Section 5.16 and 5.18) on such Transfer Date.

                  SECTION 5.14 Coverage of Required Amount.

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

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

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

                  (d) In the event that the sum of the Class A Required Amount
and the Class B Required Amount for such Transfer Date is greater than zero, the
Servicer shall give written notice to the Trustee of such positive Class A


                                       30
<PAGE>

Required Amount and Class B Required Amount or before such Transfer Date. In the
event that the Class A Required Amount for such Transfer Date is greater than
zero, all or a portion of the Excess Spread and the funds on deposit in the
Yield Enhancement Account with respect to such Transfer Date in an amount equal
to the Class A Required Amount, to the extent available, for such Transfer Date
shall be paid first from the Finance Charge Account and then from the Yield
Enhancement Account on such Transfer Date pursuant to subsection 5.17(a). In the
event that the Class A Required Amount for such Transfer Date exceeds the amount
of Excess Spread and the funds on deposit in the Yield Enhancement Account with
respect to such Transfer Date, the Collections of Principal Receivables
allocable to each Class with respect to the prior Monthly Period shall be
applied as specified in Section 5.18. In the event that the Class B Required
Amount for such Transfer Date is greater than zero, all or a portion of Excess
Spread and the funds on deposit in the Yield Enhancement Account with respect to
such Transfer Date in an amount equal to the Class B Required Amount, to the
extent available, shall be distributed first from the Finance Charge Account and
then from the Yield Enhancement Account on such Transfer Date pursuant to
Section 5.17(c). In the event that the Class B Required Amount for such Transfer
Date exceeds the amount of Excess Spread and funds on deposit in the Yield
Enhancement Account available to fund the Class B Required Amount pursuant to
subsection 5.17(c), the Collections of Principal Receivables allocable to each
Class shall be applied as specified in Section 5.18; provided, however, that the
sum of any payments pursuant to this paragraph shall not exceed the sum of the
Class A Required Amount and the Class B Required Amount.

                  SECTION 5.15 Monthly Payments. On or before each Transfer
Date, the Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of the Monthly Servicer Report, attached as Exhibit C
to the Sale and Servicing Agreement) to withdraw and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date or the
related Payment Date, as applicable, to the extent of available funds, the
amounts in respect of the Notes required to be withdrawn from the Finance Charge
Account, the Principal Account, the Principal Funding Account, the Excess
Funding Account and the Payment Account as follows:

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

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

                           (ii) an amount equal to the Class A Servicing Fee for
                  such Transfer Date, plus the amount of any Class A Servicing


                                       31
<PAGE>

                  Fee due but not paid to the Servicer on any prior Transfer
                  Date shall be paid to the Servicer;

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

                           (iv) the balance, if any, shall constitute Excess
                  Spread and shall be allocated and distributed as set forth in
                  Section 5.17.

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

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

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

                           (iii) the balance, if any, shall constitute Excess
                  Spread and shall be allocated and distributed as set forth in
                  Section 5.17.

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

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

                           (ii) the balance, if any, shall constitute Excess
                  Spread and shall be allocated and distributed as set forth in
                  Section 5.17.

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

                           (i) an amount equal to the lesser of (A) the product
                  of (1) a fraction, the numerator of which is equal to the
                  Available Investor Principal Collections for such Transfer


                                       32
<PAGE>

                  Date and the denominator of which is equal to the sum of the
                  Available Investor Principal Collections available for sharing
                  as specified in the related Series Supplement for each Series
                  in Group One and (2) the Cumulative Series Principal
                  Shortfall, if any, and (B) Available Investor Principal
                  Collections, shall remain in the Principal Account to be
                  treated as Shared Principal Collections and applied to Series
                  in Group One other than this Series 2001-1; and

                           (ii) an amount equal to the excess, if any, of (A)
                  the Available Investor Principal Collections for such Transfer
                  Date over (B) the applications specified in subsection
                  5.15(d)(i) above shall be paid to the Issuer; provided,
                  however, that the amount to be paid to the Issuer, pursuant to
                  this subsection 5.15(d)(ii) with respect to such Transfer Date
                  shall be paid to the Issuer, if, and only to the extent that
                  the Trust Interest as of the end of the prior Monthly Period
                  (adjusted to give effect to the inclusion in or removal from
                  the Trust of all Receivables transferred to or from the Trust
                  and/or any reduction in any outstanding notes since the end of
                  such prior Monthly Period and on or prior to the following
                  Payment Date and the application of payments referred to in
                  subsection 5.4(b) of the Base Indenture) is greater than the
                  largest required Minimum Trust Interest of any Series
                  outstanding and otherwise shall be deposited into the Excess
                  Funding Account in accordance with subsection 5.11(f).

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

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

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

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



                                       33
<PAGE>

                           (iv) an amount equal to the lesser of (A) the product
                  of (1) a fraction, the numerator of which is equal to the
                  Available Investor Principal Collections remaining after the
                  application specified in subsections 5.15 (e) (i), (ii) and
                  (iii) above and the denominator of which is equal to the sum
                  of the Available Investor Principal Collections available for
                  sharing as specified in the related Series Supplement for each
                  Series in Group One and (2) the Cumulative Series Principal
                  Shortfall, if any, and (B) the Available Investor Principal
                  Collections remaining after the application specified in
                  subsections 5.15 (e) (i), (ii) and (iii) above shall remain in
                  the Principal Account to be treated as Shared Principal
                  Collections and applied to Series in Group One other than this
                  Series 2000-1; and

                           (v) an amount equal to the excess, if any of (A) the
                  Available Investor Principal Collections over (B) the
                  applications specified in Subsections 5.15 (e) (i) through
                  (iv) above shall be paid to the Issuer; provided, however,
                  that the amount to be paid to the Issuer pursuant to this
                  subsection 5.15 (e) (v) with respect to such Transfer Date
                  shall be paid to the Issuer if, and only to the extent that,
                  the Trust Interest on as of the end of the prior Monthly
                  Period is equal to or greater than the Minimum Seller Interest
                  (after giving effect to the inclusion in the Trust of all
                  Receivables created on or prior to such Transfer Date and the
                  application of payments referred to in Subsection 5.15 (b))
                  and otherwise shall be deposited into the Excess Funding
                  Account.

                  (f) [RESERVED].

                  (g) On the earlier to occur of (i) the first Transfer Date
with respect to the Rapid Amortization Period and (ii) the Transfer Date
immediately preceding the Scheduled Payment Date, the Trustee, acting in
accordance with instructions from the Servicer, shall withdraw from the
Principal Funding Account and deposit in the Payment Account the amount on
deposit in the Principal Funding Account.

                  (h) On each Payment Date, the Trustee, acting in accordance
with instructions from the Servicer, shall pay in accordance with subsections
6.1 (a) and 6.1 (b) from the Payment Account the following amounts (in each case
determined as of the immediately preceding Transfer Date) in the following order
of priority: (i) to the Class A Noteholders from the Payment Account, the amount
deposited into the Payment Account pursuant to subsection 5.15(a)(i) on the
preceding Transfer Date and (ii) to the Class B Noteholders from the Payment
Account, the amount deposited into the Payment Account pursuant to subsection
5.15(b)(i) on the preceding Transfer Date.

                  (i) On the earlier to occur of (a) the Scheduled Payment Date
in the Controlled Amortization Period, (b) the first Payment Date occurring
after the Rapid Amortization Period begins, and on each Payment Date thereafter,
the Trustee, acting in accordance with instructions from the Servicer, shall pay
in accordance with subsections 6.1(a) and 6.1(b) from the Payment Account the


                                       34
<PAGE>

amount so deposited into the Payment Account pursuant to subsections 5.15(e) the
following amounts (in each case determined as of the immediately preceding
Transfer Date) on the related Transfer Date in the following priority:

                           (i) to the Class A Noteholders from the Payment
                  Account, an amount equal to the lesser of (A) the amount on
                  deposit in the Payment Account, (B) the Class A Monthly
                  Principal and (C) the outstanding balance of the Class A
                  Notes;

                           (ii) to the Class B Noteholders from the Payment
                  Account, after giving effect to the distributions referred to
                  in clause (i) above, an amount equal to the lesser of (A) the
                  amount on deposit in the Payment Account, (B) the Class B
                  Monthly Principal and (C) the outstanding balance of the Class
                  B Notes;

                           (iii) to the Servicer from the Payment Account, after
                  giving effect to the distributions in clauses (i) and (ii)
                  above, the amount to be deposited into the Payment Account
                  pursuant to subsection 5.15(c)(i) on the preceding Transfer
                  Date; and

                           (iv) to the Class C Noteholders from the Payment
                  Account, after giving effect to the distributions referred to
                  in clause (i), (ii) and (iii) above, an amount equal to the
                  lesser of (A) the amount on deposit in the Payment Account,
                  (B) the Class C Monthly Principal and (C) the outstanding
                  balance of the Class C Notes.

                  (j) The Controlled Accumulation Period is scheduled to
commence at the close of business on [____] 2007; provided, however, that, if
the Accumulation Period Length (determined as described below) is less than 18
months, the date on which the Controlled Accumulation Period actually commences
will be delayed to the first Business Day of the month that is the number of
whole months prior to the Scheduled Payment Date at least equal to the
Accumulation Period Length and, as a result, the number of Monthly Periods in
the Controlled Accumulation Period will at least equal the Accumulation Period
Length. On the Determination Date immediately preceding the
________________________ Payment Date, and each Payment Date thereafter until
the Controlled Accumulation Period begins, the Servicer will determine the
"Accumulation Period Length" which will equal the number of whole months such
that the sum of the Accumulation Period Factors for each month during such
period will be equal to or greater than the Required Accumulation Factor Number;
provided, however, that the Accumulation Period Length will not be determined to
be less than one month; provided further, however, that the determination of the
Accumulation Period Length may be changed at any time if the Rating Agency
Condition is satisfied.



                                       35
<PAGE>

                  SECTION 5.16 Investor Charge-Offs.

                  (a) On or before each Transfer Date, the Servicer shall
calculate the Class A Investor Default Amount. If on any Transfer Date, the
Class A Investor Default Amount for such Transfer Date exceeds the sum of the
amount to be distributed with respect thereto pursuant to subsection
5.15(a)(iii) and 5.17(a) and Section 5.18 with respect to such Monthly Period,
the Class C Investor Interest (after giving effect to reductions for any Class C
Investor Charge-Offs and any Reallocated Principal Collections on such Transfer
Date) shall be reduced by the amount of such excess, but not by more than the
lesser of the Class A Investor Default Amount and the Class C Investor Interest
(after giving effect to reductions for any Class C Investor Charge-Offs and any
Reallocated Principal Collections on such Transfer Date) for such Transfer Date.
In the event that such reduction would cause the Class C Investor Interest to be
a negative number, the Class C Investor Interest shall be reduced to zero, and
the Class B Investor Interest (after giving effect to reductions for any Class B
Investor Charge-Offs and any Reallocated Principal Collections for which the
Class C Investor Interest is not reduced on such Transfer Date) shall be reduced
by the amount by which the Class C Investor Interest would have been reduced
below zero. In the event that such reduction would cause the Class B Investor
Interest to be a negative number, the Class B Investor Interest shall be reduced
to zero, and the Class A Investor Interest shall be reduced (but not below zero)
by the amount by which the Class B Investor Interest would have been reduced
below zero, but not by more than the Class A Investor Default Amount for such
Transfer Date (a "Class A Investor Charge-Off"). The Class A Investor Interest
shall thereafter be reimbursed on any Transfer Date by the amount of Excess
Spread and funds on deposit in the Yield Enhancement Account allocated and
available for such purpose pursuant to subsection 5.17(b).

                  (b) On or before each Transfer Date, the Servicer shall
calculate the Class B Investor Default Amount. If on any Transfer Date, the
Class B Investor Default Amount for such Transfer Date exceeds the amount of
Excess Spread, funds on deposit in the Yield Enhancement Account and Reallocated
Principal Collections which are allocated and available to fund such amount
pursuant to subsection 5.17(c) and Section 5.18, the Class C Investor Interest
(after giving effect to reductions for any Class C Investor Charge-Offs and any
Reallocated Principal Collections on such Transfer Date and after giving effect
to any adjustments with respect thereto as described in subsection 5.16(a)
above) shall be reduced by the amount of such excess, but not by more than the
lesser of the Class B Investor Default Amount and the Class C Investor Interest
(after giving effect to reductions for any Class C Investor Charge-Offs and any
Reallocated Principal Collections on such Transfer Date and after giving effect
to any adjustments with respect thereto as described in subsection 5.16(a)
above) for such Transfer Date. In the event that such reduction would cause the
Class C Investor Interest to be a negative number, the Class C Investor Interest
shall be reduced to zero and the Class B Investor Interest shall be reduced (but
not below zero) by the amount by which the Class C Investor Interest would have
been reduced below zero, but not by more than the Class B Investor Default
Amount for such Transfer Date (a "Class B Investor Charge-Off"). The Class B


                                       36
<PAGE>

Investor Interest shall also be reduced (but not below zero) by the amount of
Reallocated Principal Collections in excess of the Class C Investor Interest
(after giving effect to reductions for any Class C Investor Charge-Offs and any
Reallocated Investor Principal Collections on such Transfer Date) allocated
thereto pursuant to Section 5.18 and then by the amount of any portion of the
Class B Investor Interest allocated to the Class A Investor Interest to avoid a
reduction in the Class A Investor Interest pursuant to subsection 5.16(a) above.
The Class B Investor Interest will thereafter be reimbursed (but not to an
amount in excess of the unpaid principal balance of the Class B Notes) on any
Transfer Date by the amount of Excess Spread and funds on deposit in the Yield
Enhancement Account allocated and available for that purpose as described under
subsection 5.17(d).

                  (c) On or before each Transfer Date, the Servicer shall
calculate the Class C Investor Default Amount. If on any Transfer Date, the
Class C Investor Default Amount for such Transfer Date exceeds the amount of
Excess Spread and funds on deposit in the Yield Enhancement Account which are
allocated and available to fund such amount pursuant to subsection 5.17(i), the
Class C Investor Interest shall be reduced by the amount of such excess, but not
by more than the lesser of the Class C Investor Default Amount and the Class C
Investor Interest for such Transfer Date (a "Class C Investor Charge-Off"). The
Class C Investor Interest shall also be reduced (but not below zero) by the
amount of Reallocated Principal Collections allocated thereto pursuant to
Section 5.18 and then by the amount of any portion of the Class C Investor
Interest allocated to the Class A Notes and/or the Class B Notes to avoid a
reduction in the Class A Investor Interest, pursuant to subsection 5.16(a), or
the Class B Investor Interest, pursuant to subsection 5.16(b), respectively. The
Class C Investor Interest shall thereafter deemed to be reimbursed (but not in
excess of the unpaid principal balance of the Class C Notes) on any subsequent
Transfer Date by the amount of the Excess Spread and the funds on deposit in the
Yield Enhancement Account allocated and available for that purpose as described
under subsection 5.17(j).

                  (d) For purposes of calculating the Investor Default Amount
and the Excess Receivables Amount, the Servicer shall keep records sufficient to
track cumulative losses in respect of Receivables on an Insured-by-Insured basis
and on an insurer-by-insurer basis.

                  (e) For purposes of calculating the Investor Default Amount
the Servicer shall allocate losses, Recoveries, returned premium, if any, and
other related proceeds between (i) Receivables remaining in the Trust after the
Seller's repurchase of Long-Term Receivables and (ii) Long-Term Receivables in
accordance with Section 9 hereof based on their respective par value at the time
that the related Premium Finance Obligation becomes a Defaulted Obligation.

                  (f) Except as otherwise expressly provided herein, if losses
and investment expenses attributable to the investment of amounts on deposit in
any Investor Account or any Series Account shall exceed interest and investment
earnings in respect of such amounts during any Monthly Period, the net losses
and expenses shall be allocated between the investor interests of all


                                       37
<PAGE>

outstanding Series, on the one hand, and the Trust Interest, on the other hand,
in the same proportion that losses in respect of Receivables are so allocated
for such Monthly Period.

                  SECTION 5.17 Excess Spread and Allocation of funds on deposit
in the Yield Enhancement Account. On or before each Transfer Date, the Trustee
acting pursuant to the Servicer's instructions, shall apply Excess Spread in the
Finance Charge Account and to the extent necessary transfer funds on deposit in
the Yield Enhancement Account (after giving effect to the deposits to be made
therein on such date pursuant to Section 5.20) to the Finance Charge Account
with respect to the related Monthly Period to make the following distributions
on each Transfer Date in the following priority: (a) an amount equal to the
Class A Required Amount, if any, with respect to such Transfer Date will be used
to fund the Class A Required Amount and be applied in accordance with, and in
the priority set forth in, subsection 5.15(a);

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

                  (c) an amount equal to the Class A Prior Period Interest, if
any, will be paid to the Class A Noteholders]

                  (d) an amount equal to the Class B Required Amount, if any,
with respect to such Transfer Date will be used to fund the Class B Required
Amount and be applied first in accordance with, and in the priority set forth
in, subsection 5.15(b) and then any remaining amount available to pay the Class
B Investor Default Amount shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;

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

                  (f) [an amount equal to the Class B Prior Period Interest, if
any, will be paid to the Class B Noteholders;]

                  (g) an amount equal to the Class C Required Amount, if any,
with respect to such Transfer Date will be used to fund the Class C Required
Amount and be applied first in accordance with, and in the priority set forth
in, subsection 5.15(c) and then any remaining amount available to pay, in order


                                       38
<PAGE>

of priority, the Class C Monthly Interest, the Class C Additional Interest, if
any, and the Class C Deficiency Amount, if any, shall be used to fund such
amounts;

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

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

                  (j) any remaining Excess Spread, after giving effect to the
payments made pursuant to subsections (a) through (i) above, shall be deposited
in the Yield Enhancement Account to the extent necessary to cause the funds
therein to equal the 91 Day Delinquency Amount; and

                  (k) an amount equal to the Class C Prior Period Interest, if
any, will be paid to the Class C Noteholders;

                  (l) the balance in the Yield Enhancement Account, if any, in
excess of the 91 Day Delinquency Amount, after giving effect to the payments
made pursuant to subsections (a) through (k) above, shall be paid on such
Transfer Date to the Trust and will not be available for any future payments to
Noteholders (but only if a Pay Out Event has not theretofore occurred);
provided, however, that the amount to be paid to the Trust, pursuant to this
subsection 5.17(i) with respect to such date shall be paid only if the Trust
Interest as of the end of the prior Monthly Period (after giving effect to the
inclusion in or removal from the Trust of all Receivables transferred to or from
the Trust and/or any reduction or increase in any outstanding notes since the
end of such prior Monthly Period and on or prior to the following Payment Date
and the application of payments referred to in subsection 5.4(b) of the Base
Indenture) is greater than the largest required Minimum Trust Interest and
otherwise shall be deposited into the Excess Funding Account in accordance with
Section 5.11(f). Funds remaining on deposit in the Yield Enhancement Account
under this subsection 5.17 shall be available on the next succeeding Transfer
Date for application, together with any additional amounts required to be
deposited therein on or prior to such Transfer Date as provided elsewhere
herein, in accordance with this Section 5.17.

                  SECTION 5.18 Reallocated Principal Collections. On or before
each Transfer Date, the Trustee shall withdraw from the Principal Account and
apply Reallocated Principal Collections (applying first all Reallocated Class C
Principal Collections and then all Reallocated Class B Principal Collections, to


                                       39
<PAGE>

the extent necessary) with respect to such Transfer Date, to make the following
distributions on each Transfer Date in the following priority:

                  (a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Transfer Date over (ii) the amount
of Excess Spread, together with the amount of funds on deposit in the Yield
Enhancement Account available to cover the Class A Required Amount pursuant to
subsection 5.17(a) on such Transfer Date shall be transferred to the Finance
Charge Account with respect to the related Monthly Period, shall be applied
pursuant to subsections 5.15(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 Transfer Date over (ii) the amount
of Excess Spread, together with the amounts of funds on deposit in the Yield
Enhancement Account available to cover the Class B Required Amount pursuant to
subsection 5.17(c) on such Transfer Date shall be transferred to the Finance
Charge Account on such Transfer Date shall be applied first pursuant to
subsections 5.15(b)(i) and (ii) and then pursuant to subsection 5.17(c),
provided that the amount transferred pursuant to this clause (b) shall not
exceed the excess (if any) of (x)the sum of the Class C Investor Interest plus
the Class B investor Interest over (y) the amount described in the clause (a)
above.

                  (c) On each Transfer Date, the Class C Investor Interest shall
be reduced by the amount of Reallocated Principal Collections for such Transfer
Date. In the event that such reduction would cause the Class C Investor Interest
(after giving effect to any Class C Investor Charge-Offs for such Transfer Date)
to be a negative number, the Class C Investor Interest (after giving effect to
any Class C Investor Charge-Offs for such Transfer Date) shall be reduced to
zero and the Class B Investor Interest shall be reduced (but not below zero)
after giving effect to any Class B Investor Charge-Offs for such Transfer Date
by the amount by which the Class C Investor Interest would have been reduced
below zero.

                  SECTION 5.19 Shared Principal Collections.

                  (a) The portion of Shared Principal Collections on deposit in
the Principal Account equal to the amount of Shared Principal Collections
allocable to Series 2001-1 on any Transfer Date shall be treated and applied as
an Available Investor Principal Collection pursuant to Section 5.15 and pursuant
to such Section 5.15 shall be deposited in the Payment Account or distributed to
the Issuer.

                  (b) Shared Principal Collections allocable to Series 2001-1
with respect to any Transfer Date means an amount equal to the Series Principal
Shortfall, if any, with respect to Series 2001-1 for such Transfer Date;
provided, however, that if the aggregate amount of Shared Principal Collections
for all Series for such Transfer Date is less than the Cumulative Series
Principal Shortfall for such Transfer Date, then Shared Principal Collections
allocable to Series 2001-1 on such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such Transfer Date and (ii) a
fraction, the numerator of which is the Series Principal Shortfall with respect


                                       40
<PAGE>

to Series 2001-1 for such Transfer Date and the denominator of which is the
aggregate amount of Cumulative Series Principal Shortfall for all Series for
such Transfer Date.

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

                  SECTION 5.20 Yield Enhancement Account.

                  (a) The Servicer shall establish and maintain with a Qualified
Institution in the name of the Trustee, on behalf of the Trust, for the benefit
of the Noteholders, a segregated account (the "Yield Enhancement Account"),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Noteholders. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Yield
Enhancement Account and in all proceeds thereof. The Yield Enhancement Account
shall be under the sole dominion and control of the Trustee for the benefit of
the Noteholders. If at any time the institution holding the Yield Enhancement
Account ceases to be a Qualified Institution, the Trustee shall notify each
Rating Agency and within 10 Business Days establish a new Yield Enhancement
Account meeting the conditions specified above with a Qualified Institution, and
shall transfer any cash or any investments to such new Yield Enhancement
Account.

                  (b) On each Transfer Date, an amount equal to the Available
Yield Enhancement Amount shall be deposited by the Trustee into the Yield
Enhancement Account out of Collections otherwise payable to the Issuer, for the
Monthly Period immediately preceding such Transfer Date. Notwithstanding the
preceding sentence or subsection 5.4(c) or the third paragraph of subsection
5.4(a) of the Base Indenture, if ART is no longer the Seller or if the AIG
Support Agreement is not in effect, then prior to any payment to the Issuer
pursuant to subsections 5.11(a)(v), 5.11(b)(v) or 5.11(d)(iii) there shall be
deposited into the Yield Enhancement Account on each date amounts allocable to
the Notes otherwise payable to the Issuer, until the amount so deposited equals
the Maximum Yield Enhancement Amount for the next Transfer Date. The Trustee, at
the direction of the Servicer, shall make withdrawals from the Yield Enhancement
Account from time to time, in the amounts and for the purposes set forth in
Section 5.17.

                  (c) Funds remaining on deposit in the Yield Enhancement
Account shall be invested at the direction of the Seller by the Trustee in
Permitted Investments that will mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date. The Trustee shall:



                                       41
<PAGE>

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

                           (ii) maintain for the benefit of Noteholders
                  possession or control of each other Permitted Investment
                  (including any negotiable instruments, if any, evidencing such
                  Permitted Investments) not described in clause (i) above
                  (other than such as are described in clause (c) of the
                  definition thereof); and

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

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

                  (d) Except as otherwise provided in subsection 5.17(m) above,
on each Transfer Date, after giving effect to withdrawals from the Yield
Enhancement Account required by subsection 5.20(b), all amounts remaining on
deposit in the Yield Enhancement Account (excluding interest and earnings (net
of losses and investment expenses, which shall reduce the amounts on deposit
therein) accrued on funds on deposit in the Yield Enhancement Account which
shall be treated as Excess Spread and allocated pursuant to Section 5.17), shall
be paid to the Issuer.

                  SECTION 5.21 Excess Funding Account.

                  (a) The Servicer has established and maintained and shall
continue to maintain, with a Qualified Institution, in the name of the Trustee,
on behalf of the Trust, for the benefit of the noteholders of all outstanding
Series in Group One, including the Noteholders, a segregated trust account (the
"Excess Funding Account"), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of such noteholders. The
Trustee shall possess all right, title and interest in all funds on deposit from
time to time in the Excess Funding Account and in all proceeds thereof. The
Excess Funding Account shall be under the sole dominion and control of the
Trustee for the benefit of the noteholders of all outstanding Series in Group
One, including the Noteholders. If at any time the institution holding the


                                       42
<PAGE>

Excess Funding Account ceases to be a Qualified Institution, the Trustee shall
notify each Rating Agency and within 10 Business Days establish a new Excess
Funding Account meeting the conditions specified above with a Qualified
Institution, and shall transfer any cash or any investments to such new Excess
Funding Account. The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Excess Funding Account from time to time for the purposes
set forth in subsections 5.11(f), and any comparable provision of any other
Series Supplement and (ii) make deposits into the Excess Funding Account as
specified in subsection 5.11(f) and any comparable provision of any other Series
Supplement.

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

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

                           (ii) maintain for the benefit of the noteholders of
                  all outstanding Series of Group One, including the Noteholders
                  possession or control of each other Permitted Investment
                  (including any negotiable instruments, if any, evidencing such
                  Permitted Investments) not described in clause (i) above
                  (other than such as are described in clause (c) of the
                  definition thereof); and

                           (iii) cause each Permitted Investment described in
                  clause (c) of the definition thereof to be registered in the
                  name of the Trustee or any of its nominees by the issuer
                  thereof; provided that no Permitted Investment shall be
                  disposed of prior to its maturity date. Terms used in clause
                  (i) above that are defined in the New York UCC and not
                  otherwise defined herein shall have the meaning set forth in
                  the New York UCC.



                                       43
<PAGE>

                  (c) All interest and earnings (net of losses and investment
expenses) accrued on funds on deposit in the Excess Funding Account to the
extent allocable to this Series shall be treated as Excess Spread and allocated
pursuant to Section 5.17.

                  SECTION 5.22 Principal Funding Account.

                  (a) The Trustee shall establish and maintain with a Qualified
Institution, which may be the Trustee, in the name of the Trust, on behalf of
the Trust, for the benefit of the Noteholders, a segregated trust account with
the corporate trust department of such Qualified Institution (the "Principal
Funding Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Noteholders. 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 Noteholders. If at any time the institution holding the
Principal Funding Account ceases to be a Qualified Institution, the Seller shall
notify the Trustee, and the Trustee upon being notified (or the Servicer on its
behalf) shall, within 10 Business Days, establish a new Principal Funding
Account meeting the conditions specified above with a Qualified Institution, and
shall transfer any cash or any investments to such new Principal Funding
Account. The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Principal Funding Account from time to time, in the amounts
and for the purposes set forth in this Series Supplement and (ii) on each
Transfer Date (from and after the commencement of the Controlled Accumulation
Period) prior to the termination of the Principal Funding Account make deposits
into the Principal Funding Account in the amounts specified in, and otherwise in
accordance with, subsection 5.15(e).

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

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



                                       44
<PAGE>

                           (ii) maintain for the benefit of Noteholders
                  possession or control of each other Permitted Investment
                  (including any negotiable instruments, if any, evidencing such
                  Permitted Investments) not described in clause (i) above
                  (other than such as are described in clause (c) of the
                  definition thereof); and

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

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

         On each Transfer Date with respect to the Controlled Accumulation
Period and on the first Transfer Date with respect to the Rapid Amortization
Period, the Trustee, acting at the Servicer's direction given on or before such
Transfer Date, shall transfer from the Principal Funding Account to the Finance
Charge Account the Principal Funding Investment Proceeds on deposit in the
Principal Funding Account, but not in excess of the Covered Amount, for
application in the following priority:

                           (i) an amount up to that portion of the Covered
                  Amount computed pursuant to clause (a) of the definition of
                  Covered Amount shall be treated as Class A Available Funds to
                  be applied pursuant to subsections 5.15 (a)(i) and (ii); and

                           (ii) an amount up to that portion of the Covered
                  Amount computed pursuant to clause (b) of the definition of
                  Covered Amount shall be treated as Class B Available Funds to
                  be applied pursuant to subsection 5.15 (b)(i).

                  SECTION 5.23 Reserve Account.

                  (a) The Trustee shall establish and maintain with a Qualified
Institution, which may be the Trustee in the name of the Trust, on behalf of the
Trust, for the benefit of the Noteholders, a segregated trust account with the
corporate trust department of such Qualified Institution (the "Reserve
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Noteholders. 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 Noteholders.
If at any time the institution holding the Reserve Account ceases to be a
Qualified Institution, the Seller shall notify the Trustee, and the Trustee upon
being notified (or the Servicer on its behalf) shall, within 10 Business Days,
establish a new Reserve Account meeting the conditions specified above with a
Qualified Institution, and shall transfer any cash or any investments to such
new Reserve Account. The Trustee, at the direction of the Servicer, shall (i)


                                       45
<PAGE>

make withdrawals from the Reserve Account from time to time in an amount up to
the Available Reserve Account Amount at such time, for the purposes set forth in
this Series Supplement, and (ii) on each Transfer Date (from and after the
Reserve Account Funding Date) prior to termination of the Reserve Account make a
deposit into the Reserve.

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

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

                           (ii) maintain for the benefit of Noteholders
                  possession or control of each other Permitted Investment
                  (including any negotiable instruments, if any, evidencing such
                  Permitted Investments) not described in clause (i) above
                  (other than such as are described in clause (c) of the
                  definition thereof); and

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

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

         On each Transfer Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Transfer Date on funds on
deposit in the Reserve Account shall be retained in the Reserve Account (to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account and included in Class A Available Funds for such Transfer
Date. For purposes of determining the availability of funds or the balance in


                                       46
<PAGE>

the Reserve Account for any reason under this Series Supplement, except as
otherwise provided in the preceding sentence, investment earnings on such funds
shall be deemed not to be available or on deposit.

                  (c) [On or before each Transfer Date with respect to the
Controlled Accumulation Period or before the first Transfer Date with respect to
the Rapid Amortization Period if such Rapid Amortization Period commences prior
to the commencement of the Rapid Accumulation Period, the Servicer shall
calculate the "Reserve Draw Amount" which shall be equal to the Principal
Funding Investment Shortfall with respect to the related Transfer Date;
provided, however, that such amount will be reduced to the extent that funds
otherwise would be available for deposit in the Reserve Account with respect to
such Transfer Date.

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

                           (i) an amount, up to the excess, if any, of (x) an
                  amount equal to that portion of the Covered Amount computed
                  pursuant to clause (a) of the definition of Covered Amount
                  over (y) the amount treated as Class A Available Funds
                  pursuant to subsection 5.23(b)(i), shall be treated as Class A
                  available Funds to be applied pursuant to subsections
                  5.15(a)(i) and (ii); and

                           (ii) an amount up to the excess, if any, of (x) an
                  amount equal to that portion of the Covered Amount computed
                  pursuant to clause (b) of the definition of Covered Amount
                  over (y) the amount treated as Class B Available Funds
                  pursuant to subsection 5.23(b)(ii), shall be treated as Class
                  B Available Funds to be applied pursuant to subsection
                  5.15(b)(i).

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

                  (f) Upon the earliest to occur of (i) the termination of the
Trust , (ii) the first Transfer Date with respect to the Rapid Amortization
Period, and (iii) the Transfer Date immediately preceding the Scheduled Payment
Date, the Trustee, acting in accordance with the instructions of the Servicer,
after the prior payment of all amounts owing to the Series 2000-1 Noteholders
that are payable from the Reserve Account as provided herein, shall withdraw
from the Reserve Account and treat as Excess Spread, all amounts, if any, on
deposit in the Reserve Account and the Reserve Amount shall be deemed to have
terminated for purposes of this Series Supplement.]



                                       47
<PAGE>

                  SECTION 5.24 Determination of LIBOR.

                  (a) On each LIBOR Determination Date, the Trustee shall
determine LIBOR on the basis of the rate for Dollar deposits for a period equal
to one month (commencing on the first day of the applicable Interest Period)
which appears on Telerate Page 3750 as of 11:00 A.M. (London time) on such LIBOR
Determination Date (or such other page as may replace that page on the Dow Jones
Telerate Service for the purpose of displaying London interbank offered rates of
major banks).

                  (b) If on any LIBOR Determination Date such rate does not
appear on Telerate Page 3750 (or such other page), then LIBOR for the applicable
Interest Period shall be determined on the basis of the rates at which Dollar
deposits are offered by the Reference Banks at approximately 11:00 A.M. (London
time) on such LIBOR Determination Date to prime banks in the London interbank
market for a period equal to one month (commencing on the first day of such
Interest Period). The Trustee shall request the principal London office of each
of the Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for such Interest Period shall be the
arithmetic mean of such quotations (rounded, if necessary, to the nearest whole
multiple of 0.0625%). If on the LIBOR Determination Date only one or none of the
Reference Banks provides such offered quotations, LIBOR shall be:

                           (i) the rate per annum (rounded, as aforesaid) that
                  the Trustee determines to be the arithmetic mean of the
                  offered quotations that leading banks in the City of New York
                  selected by the Servicer are quoting at or about 11:00 A.M.
                  (New York time) on such LIBOR Determination Date to leading
                  European banks for Dollar deposits for a period equal to one
                  month (commencing on the first day of the applicable Interest
                  Period); or

                           (ii) if the banks selected as aforesaid by the
                  Servicer are not quoting as described in clause (i) above,
                  LIBOR for such Interest Period will be LIBOR as determined on
                  the previous LIBOR Determination Date, (or, in the case of the
                  first LIBOR Determination Date, 5.40375% per annum).

                  (c) The Class A Note Rate, the Class B Note Rate and the Class
C Note Rate applicable to the then current and the immediately preceding
Interest Periods may be obtained by any Noteholder by telephoning the Trustee at
its Corporate Trust Office at (800) 524-9472 or (312) 407-4660.

                  (d) On each LIBOR Determination Date prior to 12:00 noon (New
York time), the Trustee shall send to the Servicer, by facsimile, notification
of LIBOR for the following Interest Period.



                                       48
<PAGE>

                  SECTION 5.25 Effect of Other Series.

                  Notwithstanding anything to the contrary contained herein, in
the event that additional Series of notes are issued from time to time in
accordance with Section 2.2, the Excess Funding Account may be retitled in order
to reflect the fact that amounts on deposit therein shall be for the additional
benefit of the holders of such other Series and the amounts to be deposited
therein and withdrawn therefrom may be calculated with reference to such other
Series; provided that no such action or calculation shall adversely affect the
interests of the Noteholders in any material respect.

                  SECTION 5.26 Seller's or Servicer's Failure to Make a Deposit
or Payment. If the Servicer or the Seller fails to make, or give instructions to
make, any payment, deposit or withdrawal (other than as required by subsections
2.04(d), 2.04(e) and 2.04(f) of the Sale and Servicing Agreement and subsection
12.4(a) and Section 12.1) required to be made or given by the Servicer or
Seller, respectively, at the time specified in the Base Indenture or this Series
Supplement (including applicable grace periods), the Trustee shall make such
payment, deposit or withdrawal from the applicable account without instruction
from the Servicer or Seller. The Trustee shall be required to make any such
payment, deposit or withdrawal hereunder only to the extent that the Trustee has
sufficient information to allow it to determine the amount thereof; provided,
however, that the Trustee shall in all cases be deemed to have sufficient
information to determine the amount of interest payable to the Noteholders on
each Payment Date. The Servicer shall, upon request of the Trustee, promptly
provide the Trustee with all information necessary to allow the Trustee to make
such payment, deposit or withdrawal. Such funds or the proceeds of such
withdrawal shall be applied by the Trustee in the manner in which such payment
or deposit should have been made by the Seller or the Servicer, as the case may
be.

                  SECTION 5.27 Excess Receivables.

                  On any date of determination, the Minimum Trust Interest shall
be calculated by adding the Excess Receivables Amount to the amount derived
pursuant to clause (a) of the definition of Minimum Trust Interest unless (i)
prior to such date there shall have been delivered to the Trustee (a) a written
agreement, in form and substance satisfactory to the Rating Agencies, executed
by a Person having a long-term unsecured debt rating of AAA from Standard &
Poor's and Aaa from Moody's pursuant to which such Person shall have
unconditionally agreed to indemnify the Trust for all losses in respect of the
Excess Receivables Amount at any time and (b) written confirmation from each of
the Rating Agencies to the effect that such substitution will not result in such
Rating Agency reducing or withdrawing its rating on any then outstanding Class
of notes of any Series and (ii) the agreement and the rating referred to in
clause (a) above remain in effect on such date of determination and such
agreement provides that it shall continue in effect through at least the end of
the first full Monthly Period following such date of determination.



                                       49
<PAGE>

                  SECTION 5.28 Servicing Advances In the event that on any
Transfer Date the unpaid principal balance of Deferred Payment Obligations
exceeds 10% of the aggregate principal balance of all Receivables, and the
insurance policy underlying any such Deferred Payment Obligation has been
cancelled, then on such date the Servicer will make an advance (a "Mandatory
Servicer Advance") of the lesser of (a) the shortfall, if any, between the
amount of interest due on the Notes on such date and the amount of collections
and other amounts available to pay such interest pursuant to the provisions of
this Series Supplement other than this Section 5.27, (b) the Investor Percentage
of the amount of Deferred Payment Obligation Return Amounts that the Servicer
expects to collect in the future relating to Exempt Deferred Payment Obligations
related to cancelled insurance policies, less the aggregate amount of previously
unreimbursed Servicer Advances, and (c) the Investor Percentage of the excess of
the unpaid principal balance of Deferred Payment Obligations over 10% of the
aggregate principal balance of all Receivables. Notwithstanding any other
provision of this Series Supplement, the proceeds of such Mandatory Servicer
Advance shall be treated as Principal Collections and Finance Charge Collections
allocable to the Investor Interest in the order that such amounts are due on the
related Deferred Payment Obligations. The Servicer shall not be obligated to
advance any amount that it determines to be unrecoverable. Mandatory Servicer
Advances shall be reimbursable from the Investor Percentage of the proceeds if
any of the related Deferred Payment Obligations, or if the same are determined
to be unrecoverable, then from the Investor Percentage of Principal Collections
and/or Finance Charge Collections, depending on whether the amounts advanced
were of principal or interest. In addition, the Servicer may at its option make
advances of the Investor Percentage of other amounts due and unpaid on assets of
the Trust (the "Optional Servicer Advances" and together with the Mandatory
Servicer Advances, the "Servicer Advances"). The Optional Servicer Advances
shall be reimbursable in the same manner as the Mandatory Servicer Advances.



                  SECTION 8. Article 6 of the Base Indenture. Article 6 of the
Base Indenture shall read in its entirety as follows and shall be applicable
only to the Noteholders:

                                    ARTICLE 6

                    DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS


                  SECTION 6.1 Distributions.

                  (a) On each Payment Date, the Trustee shall distribute (in
accordance with the Monthly Servicer Report delivered on or before the related
Transfer Date by the Servicer to the Trustee pursuant to subsection 3.04(b) of
the Sale and Servicing Agreement) to each Class A Noteholder of record on the
immediately preceding Record Date (other than as provided in Section 12.5
respecting a final distribution) such Noteholder's pro rata share (based on the


                                       50
<PAGE>

aggregate Investor Interests represented by Class A Notes held by such
Noteholder) of amounts on deposit in the Payment Account as are payable to the
Class A Noteholders pursuant to Section 5.15 by wire transfer to an account
designated by the Holders of the Class A Notes, except that with respect to
Class A Notes registered in the name of the nominee of a Clearing Agency, such
distribution shall be made in immediately available funds.

                  (b) On each Payment Date, the Trustee shall distribute (in
accordance with the Monthly Servicer Report delivered on or before the related
Transfer Date by the Servicer to the Trustee pursuant to subsection 3.04(b) of
the Sale and Servicing Agreement) to each Class B Noteholder of record on the
immediately preceding Record Date (other than as provided in Section 12.5
respecting a final distribution) such Noteholder's pro rata share (based on the
aggregate Investor Interests represented by Class B Notes held by such
Noteholder) of amounts on deposit in the Payment Account as are payable to the
Class B Noteholders pursuant to Section 5.15 by check mailed to each Class B
Noteholder (at such Noteholder's address as it appears in the Note Register) or
by wire transfer to an account designated by the Holders of the Class B Notes,
except that with respect to Class B Notes registered in the name of the nominee
of a Clearing Agency, such distribution shall be made in immediately available
funds.

                  (c) On each Payment Date, the Trustee shall distribute (in
accordance with the Monthly Servicer Report delivered by the Servicer to the
Trustee pursuant to subsection 3.04(b) of the Sale and Servicing Agreement) to
each Class C Noteholder of record on the immediately preceding Record Date
(other than as provided in Section 12.5 respecting a final distribution) such
Noteholder's pro rata share (based on the aggregate Investor Interests
represented by Class C Notes held by such Noteholder) of amounts on deposit in
the Payment Account as are payable to the Class C Noteholders pursuant to
Section 5.15 by check mailed to each Class C Noteholder (at such Noteholder's
address as it appears in the Note Register).

                  (d) Notwithstanding anything to the contrary contained in the
Base Indenture or this Series Supplement, if the amount distributable in respect
of principal on any Class of Notes on any Payment Date is less than one dollar,
then no such distribution of principal need be made on such Payment Date.

                  SECTION 6.2 Monthly Noteholders' Statement.

                  (a) On or before each Payment Date, the Trustee shall forward
to each Noteholder, with respect to each Noteholder's interest and to each
Rating Agency a statement substantially in the form of Exhibit E to this Series
Supplement prepared by the Servicer and delivered to the Trustee on the
preceding Determination Date and setting forth, among other things, the
following information (which, in the case of subclauses (i), (ii) and (iii)
below, shall be stated on the basis of an original principal amount of $[1,000]
per Note and, in the case of subclauses (ix), (x) and (xi) shall be stated on an
aggregate basis and on the basis of an original principal amount of $[1,000] per
Note):



                                       51
<PAGE>

                           (i) the total amount distributed to holders of Notes;

                           (ii) the amount of such distribution allocable to
                  Class A Monthly Principal, Class B Monthly Principal and Class
                  C Monthly Principal, respectively;

                           (iii) the amount of such distribution allocable to
                  Class A Monthly Interest, Class A Deficiency Amounts, Class A
                  Additional Interest, Class B Monthly Interest, Class B
                  Deficiency Amounts, Class B Additional Interest, Class C
                  Monthly Interest, Class C Deficiency Amounts and Class C
                  Additional Interest, respectively;

                           (iv) the amount of Collections of Principal
                  Receivables received during the related Monthly Period and
                  allocated in respect of the Class A Notes, Class B Notes and
                  Class C Notes, respectively;

                           (v) the amount of Collections of Finance Charge
                  Receivables received during the related Monthly Period and
                  allocated in respect of the Class A Notes, Class B Notes and
                  Class C Notes, respectively;

                           (vi) the aggregate amount of Principal Receivables,
                  the Investor Interest, the Adjusted Investor Interest, the
                  Class A Investor Interest, the Class A Adjusted Investor
                  Interest, the Class B Investor Interest, the Class B Adjusted
                  Investor Interest, the Class C Investor Interest, the Floating
                  Investor Percentage, the Class A Floating Allocation, the
                  Class B Floating Allocation, the Class C Floating Allocation
                  and the Fixed Investor Percentage with respect to the
                  Principal Receivables in the Trust as of the end of the
                  preceding Monthly Period;

                           (vii) the aggregate outstanding balance of
                  Receivables which were 1-30 days, 31-60 days, 61-90 days,
                  91-120 days, 121-150 days and more than 150 days delinquent,
                  respectively, following cancellation of the related insurance
                  policies in accordance with the Servicer's then existing
                  Guidelines as of the end of the preceding Monthly Period (or,
                  if cancellation was delayed, whether due to a stay by reason
                  of an Insured's bankruptcy or other reason, after the date the
                  policy would have been cancelled in the absence of such
                  delay);

                           (viii) the Aggregate Investor Default Amount as of
                  the end of the preceding Monthly Period and the Class A
                  Investor Default Amount, the Class B Investor Default Amount
                  and the Class C Investor Default Amount for the related
                  Transfer Date;

                           (ix) the aggregate amount of Class A Investor
                  Charge-Offs, Class B Investor Charge-Offs, Class C Investor
                  Charge-Offs and other reductions in the absence of principal


                                       52
<PAGE>

                  distributions in the Investor Interests for such Transfer
                  Date;

                           (x) the aggregate amount of Class A Investor
                  Charge-Offs, Class B Investor Charge-Offs, Class C Investor
                  Charge-Offs and other reductions in the absence of principal
                  distributions in the Investor Interests deemed to have been
                  reimbursed on such Transfer Date;

                           (xi) outstanding principal balance of the Class A
                  Notes, the Class B Notes and the Class C Notes, respectively,
                  as of the end of the day on the Payment Date;

                           (xii) [Reserved]

                           (xiii) the amount of the Class A Servicing Fee, the
                  Class B Servicing Fee and the Class C Servicing Fee for such
                  Transfer Date;

                           (xiv) the amount of Reallocated Class C Principal
                  Collections and Reallocated Class B Principal Collections with
                  respect to such Payment Date;

                           (xv) LIBOR for the Interest Period ending on the day
                  before such Payment Date;

                           (xvi) the Pool Factor as of the end of the
                  immediately preceding Monthly Period;

                           (xvii) the Available Yield Enhancement Amount, the 91
                  Day Delinquency Amount and the amount, if any, of funds
                  required to be withdrawn from the Yield Enhancement Account
                  for such Transfer Date;

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

                           (xix) the date on which the Controlled Accumulation
                  Period and/or the Rapid Amortization Period commenced;

                           (xx) [Reserved]

                           (xxi) the amount of Class A Prior Period Interest
                  Class B Prior Period Interest and Class C Prior Period
                  Interest accrued on the Notes;

                           (xxii) the aggregate outstanding principal amount of
                  Deferred Payment Obligations as of the end of the prior
                  Monthly Period, expressed in dollars and as a percentage of
                  the outstanding principal amount of Receivables in the Trust
                  Estate;



                                       53
<PAGE>

                           (xxiii) the aggregate outstanding principal amount of
                  Receivables that have not been funded as of the end of the
                  prior Monthly Period; and

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

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

                  SECTION 9. Series 2001 Pay Out Events. A "Series 2001-1 Pay
Out Event" refers to any of the following events:

                  (a) failure on the part of any of the Originators, the Issuer
or the Seller to make any payment or deposit required by the terms of the
Receivables Purchase Agreement, the Sale and Servicing Agreement, the Base
Indenture or this Series Supplement, on or before the date occurring five
Business Days after the date such payment or deposit is required to be made
herein or (ii) failure on the part of any of the Originators, the Issuer or the
Seller duly to observe or perform in any material respect any other covenants or
agreements of such entity set forth in the Receivables Purchase Agreement, the
Sale and Servicing Agreement, the Base Indenture or this Series Supplement,
which failure has a material adverse effect on the Noteholders (which
determination shall be made without reference to whether any funds are available
in the Yield Enhancement Account or by reason of the subordination of any Class
of Notes) and continues unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to such entity by the Trustee, or to such entity and the Trustee
by the Holders of Notes evidencing in the aggregate not less than 50% of the
Investor Interests of this Series 2001-1, and continues to affect materially and
adversely the interests of the Noteholders (which determination shall be made
without reference to whether any funds are available in the Yield Enhancement
Account or by reason of the subordination of any Class of Notes) for such
period;

                  (b) any representation or warranty made by any of the
Originators, the Issuer or the Seller in the Receivables Purchase Agreement, the
Sale and Servicing Agreement, the Base Indenture or this Series Supplement, or
any information contained in a computer file or microfiche list required to be
delivered by such entity pursuant to Section 2.01 or 2.06 of the Sale and


                                       54
<PAGE>

Servicing Agreement (i) shall prove to have been incorrect in any material
respect when made or when delivered, which continues to be incorrect in any
material respect for a period of 60 days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given to
such entity by the Trustee, or to such entity and the Trustee by the Holders of
Notes evidencing in the aggregate not less than 50% of the Investor Interests of
this Series 2001-1, and (ii) as a result of which the interests of the
Noteholders are materially and adversely affected (which determination shall be
made without reference to whether any funds are available in the Yield
Enhancement Account or by reason of the subordination of any Class of Notes) and
continue to be materially and adversely affected (which determination shall be
made without reference to whether any funds are available in the Yield
Enhancement Account or by reason of the subordination of any Class of Notes) for
such period; provided, however, that a Series 2001-1 Pay Out Event pursuant to
this subsection 9(b) shall not be deemed to have occurred hereunder if the
Seller has accepted reassignment of or paid its portion of principal due under
the related Receivable, or all of such Receivables, if applicable, during such
period in accordance with the provisions of subsections 2.04(e) or 2.04(f) of
the Sale and Servicing Agreement;

                  (c) the Trust Interest as of the end of the immediately
preceding Monthly Period (adjusted to give effect to the inclusion in or removal
from the Trust of all Receivables transferred to or from the Trust and/or any
reduction or increase in any outstanding notes since the end of the immediately
preceding Monthly Period and on or prior to the following Payment Date) does not
at least equal the largest required Minimum Trust Interest of any outstanding
Series (adjusted to give effect to any reduction or increase in any outstanding
notes on or prior to the following Payment Date);

                  (d) any Servicer Default occurs which would have a material
adverse effect on the Noteholders (which determination shall be made without
reference to whether any funds are available in the Yield Enhancement Account or
by reason of the subordination of the Class B or C Notes);

                  (e) if the Monthly Payment Rate is less than 6% for three
consecutive Monthly Periods;

                  (f) if the Financed Premium Percentage exceeds 90% for three
consecutive Monthly Periods;

                  (g) if the Annualized Monthly Excess Spread Amount is less
than 4% for three consecutive Monthly Periods;

                  (h) if the Unconcentrated 240+ Day Delinquency Percentage is
more than 6% for three consecutive Monthly Periods;

                  (i) upon an Event of Default;



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                  (j) the Notes have not been paid in full on the Scheduled
Payment Date;

                  (k) an Insolvency Event occurs with respect to AIG; and

                  (l) the Trustee shall fail to have a valid first priority
perfected interest in any portion of the Trust Assets, which has a material
adverse effect on the interests of the Noteholders, and the Issuer shall fail to
repurchase such affected portion of the Trust Assets within one Business Day's
notice of such failure.

                  A "Trust Pay Out Event" refers to any of the following events:

                  (a) an Insolvency Event occurs with respect to any of the
Originators, the Servicer or the Seller;

                  (b) the Seller shall become unable for any reason to transfer
the Collections on, or other proceeds of, Originator Receivables to the Issuer
in accordance with the provisions of this Agreement;

                  (c) the Issuer or the Seller shall have become an "investment
company" required to register or shall have become under the "control" of an
"investment company" required to register under the Investment Company Act of
1940, as amended; and

                  (d) AIG shall fail to meet its obligations under the AIG
Support Agreement.

In the case of any event described in subsection (a), (b), (d) or (l) of the
definition of a Series 2001-1 Pay Out Event, after the applicable grace period
set forth in such subsections, a Series 2001-1 Pay Out Event shall occur on the
tenth Business Day thereafter unless prior to such day Holders of Notes
evidencing in the aggregate not less than __% of the Investor Interests of this
Series 2001-1 shall notify the Trustee, the Seller and the Servicer in writing
that a Series 2001-1 Pay Out Event should not occur. [In the case of any event
described in subsection (c), (d), (e), (f), (g), (h), (i), (j), (k) of the
definition of a Series 2001-1 Pay Out Event and the events described on
subsections (a), (b), (c) or (d) of the definition of a Trust Pay Out Event, a
Series 2001-1 Pay Out Event shall occur without any notice or other action on
the part of the Trustee or the Noteholders immediately upon the occurrence of
such event.]

                  Notwithstanding anything to the contrary in the Base
Indenture, no Series 2001-1 Pay Out Event may be amended, waived or deleted and
no new Series 2001-1 Series Pay Out Event may be added, without the prior
consent of the Holder of a Note Majority of this Series.

                  Notwithstanding anything to the contrary contained in the Sale
and Servicing Agreement, the Base Indenture or this Series Supplement, upon the
occurrence of a Pay Out Event, if more than 10% of the principal balance of the


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Receivables have a remaining term of more than 12 months, the Seller shall,
subject to the requirements of the following sentence, make a payment to the
Trust (i) to purchase from the Trust a sufficient amount of the portion of such
Receivables (with respect to Originator Receivables) and/or (ii) in a sufficient
amount in respect of the portion of such Receivables (with respect to Underlying
Receivables), in each case, that represents all amounts to be paid by the
related Insured after 12 months from the occurrence of such Pay Out Event (the
"Long-Term Receivables") at a price equal to par plus interest accrued to the
time of purchase, such that the percentage of Receivables (the portions of which
have not been purchased or for which a payment has not been made pursuant to
this paragraph) having a remaining term as of the date of purchase of more than
12 months shall be no more than 10% of the principal balance of Receivables
after giving effect to such purchase or payment. If so required to purchase or
make a payment in respect of Long-Term Receivables, the Seller shall select for
purchase or payment, from the group of Long-Term Receivables in the following
priority: Long-Term Receivables relating to (a) Defaulted Premium Finance
Obligations, (b) Premium Finance Obligations which are delinquent in the
priority of the most delinquent Premium Finance Obligations first and (c) any
other Premium Finance Obligations; provided, however, that if it is not
necessary to purchase or make a payment in respect of all Long-Term Receivables
with respect to any of clauses (a), (b), and (c) above in order for less than
10% of the principal balance of Receivables to have a remaining maturity of less
than 12 months after giving effect to such purchase or payment, (x) larger
Long-Term Receivables will be selected for purchase or payment before smaller
Long-Term Receivables, and (y) Receivables will be selected for repurchase or
payment in a manner that is not adverse to the interests of the Holders of the
Notes. The proceeds of such purchase or payment shall be treated as Collections
of Principal Receivables and Finance Charge Receivables in respect of the
related Receivables.

                  SECTION 10. Series 2001-1 Termination. Except as otherwise
provided in subsection 12.5(b), the right of the Noteholders to receive payments
from the Trust will terminate on the first Business Day following the Series
[___] Termination Date.

                  SECTION 11. Refinancing The Seller may redeem the Notes from
funds deposited into the Payment Account representing the proceeds of the
refinancing of any outstanding Series of notes on any Payment Date following [
_________], 2006 (the Payment Date on which the Notes are to be refinanced, the
"Refinance Date"), in whole or in part (without premium) from funds deposited
into the Payment Account equal to the Refinancing Price, upon notice to the
Trustee of such election.

                  The Refinancing Price will be deposited in the Payment Account
by no later than 1:00 p.m. New York City time on the Refinancing Date. Amounts
on deposit in the Payment Account for any such Refinancing will be paid to the
Noteholders, first to redeem all of the Class A Notes, next to redeem all of the
Class B Notes, and finally to redeem all of the Class C Notes.

                  SECTION 12. [Reserved].



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<PAGE>

                  SECTION 13. Counterparts. This Series Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument.

                  SECTION 14. Governing Law. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS. EACH OF THE PARTIES TO THIS SERIES SUPPLEMENT AND EACH NOTEHOLDER HEREBY
AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE
JUDGMENTS THEREOF. EACH OF THE PARTIES AND EACH NOTEHOLDER HEREBY WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION
INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT.

                  SECTION 15. Waiver of Trial by Jury. To the extent permitted
by applicable law, each of the parties hereto and each of the Noteholders
irrevocably waives all right of trial by jury in any action, proceeding or
counterclaim arising out of or in connection with this Series Supplement or the
Related Documents or any matter arising hereunder or thereunder.

                  SECTION 16. No Petition The Issuer and the Trustee, by
entering into this Series Supplement and each Noteholder, by accepting a Note
hereby covenant and agree that they will not at any time institute against the
Trust, or join in any institution against the Trust of, any bankruptcy
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Noteholders, the Sale and
Servicing Agreement, the Base Indenture or this Series Supplement.

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

                     AIG CREDIT PREMIUM FINANCE MASTER TRUST, as Issuer

                     By:      CHASE   MANHATTAN   BANK   DELAWARE,   not
                              in   its individual capacity but solely as Owner
                              Trustee

                     By:
                        --------------------------------------------------
                          Name:
                          Title:



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<PAGE>

                     BANK ONE, NATIONAL ASSOCIATION, as Trustee

                     By:
                        --------------------------------------------------
                          Name:
                          Title:
















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