<PAGE>

EXHIBIT 4.3-FORM OF SERIES SUPPLEMENT

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



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

                           SERIES 2002-[__] SUPPLEMENT

                        Dated as of [____________], 2002

                                       TO

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

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



                        TYLER INTERNATIONAL FUNDING, INC.
                                   Transferor

                       FIRST NORTH AMERICAN NATIONAL BANK
                                    Servicer

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                                     Trustee

                       on behalf of the Certificateholders

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

                              $[________________]
                      CIRCUIT CITY CREDIT CARD MASTER TRUST
                                SERIES 2002-[__]

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



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

<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                       Page
                                                                                       ----
<S>                             <C>                                                       <C>

Section 1          Designation                                                            1
Section 2          Definitions                                                            1
Section 3          Minimum Transferor Interest Percentage and Minimum Aggregate
                   Principal Receivables                                                  28
Section 4          Reassignment and Transfer Terms                                        29
Section 5          Delivery and Payment for the Certificates                              33
Section 6          Form of Delivery of the Series 2002-[__] Certificates                  33
Section 7          Servicing Compensation                                                 33
Section 8          Article IV of the Agreement                                            34

                                   ARTICLE IV
               RIGHTS OF SERIES 2002-[__] CERTIFICATEHOLDERS AND
                   ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.2        Collections and Allocations                                            35
Section 4.3        Determination of Monthly Interest                                      36
Section 4.3A       Determination of LIBOR                                                 39
Section 4.4        Determination of Monthly Principal                                     39
Section 4.5        Required Amount                                                        41
Section 4.6        Application of Class A Available Funds, Class B Available Funds,
                   CTO Available Funds, Class D Available Funds, Class E Available Funds
                   and Collections of Principal Receivables                               43
Section 4.7        Defaulted Amounts; Adjustment Amounts, Investor Charge Offs;
                   Reductions of Adjustment Amounts                                       47
Section 4.8        Excess Spread; Shared Excess Finance Charge Collections                52
Section 4.9        Subordinated Principal Collections                                     54
Section 4.10       Principal Shortfall                                                    55
Section 4.11       Finance Charge Shortfall                                               56
Section 4.12       Spread Account                                                         56
Section 4.13       Principal Funding Account                                              58
Section 4.14       Reserve Account                                                        59
Section 4.15       Postponement of Accumulation Period                                    62
Section 4.16       Suspension of Accumulation Period                                      62

Section 9          Article V of the Agreement                                             63

                                   ARTICLE V
                DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS

Section 5.1        Distributions                                                          64
Section 5.2        Statements to Series 2002-[__] Certificateholders                      65
Section 10         Early Amortization Events                                              65
Section 11         CTO Defaults                                                           67
Section 12         Restrictions on Transfer                                               68
Section 13         Tax Characterization of the Collateralized Trust Obligations,
                   the Class D Certificates and the Class E Certificates                  73

Section 14         Ratification of Master Pooling and Servicing Agreement                 74
Section 15         Counterparts                                                           74
Section 16         Governing Law                                                          74
Section 17         Subordination of Certain Termination Payments                          74
Section 18         Paired Series                                                          74

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


                                       ii

<PAGE>

         SERIES 2002-[__] SUPPLEMENT, dated as of [____________], 200[__], among
TYLER INTERNATIONAL FUNDING, INC., a Delaware corporation ("Tyler Funding"), as
Transferor, FIRST NORTH AMERICAN NATIONAL BANK, a national banking association
("FNANB"), as Servicer, and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known
as Bankers Trust Company), a New York banking corporation ("Deutsche Bank"), as
Trustee.

                         PRELIMINARY STATEMENTS

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

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

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

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

         Section 1 Designation. The Investor Certificates issued hereunder shall
                   -----------
be designated generally as the Series 2002-[__] Certificates. The Series
2002-[__] Certificates shall be one of the Series of Investor Certificates in
Group One and shall be a Principal Sharing Series. The Series 2002-[__]
Certificates shall be issued initially in five certificated Classes, which
Classes shall be designated generally as the Class A Floating Rate Asset Backed
Certificates, Series 2002-[__], the Class B Floating Rate Asset Backed
Certificates, Series 2002-[__], the Collateralized Trust Obligations, Series
2002-[__], the Class D Floating Rate Asset Backed Certificates, Series 2002-[__]
and the Class E Floating Rate Asset Backed Certificates, Series 2002-[__]. The
first Distribution Date with respect to Series 2002-[__] shall be the
[____________] 2002 Distribution Date. In the event that any term or provision
contained herein shall conflict with or be inconsistent with any term or
provision contained in the Agreement, the terms and provisions of this Series
Supplement shall govern. Notwithstanding the foregoing, the provisions of
Section 6.9(b) with respect to the delivery of an Opinion of Counsel to the
effect that a newly issued Series of Investor Certificates will be characterized
as either indebtedness or an interest in a partnership (that is not taxable as a
corporation) under existing law for Federal income tax purposes shall not be
applicable to the Class D Certificates or the Class E Certificates.

         Section 2 Definitions. All capitalized terms not otherwise defined
                   -----------
herein are defined in the Agreement. All Article, Section or subsection
references herein shall mean Articles, Sections or subsections of the Agreement,
except as otherwise provided herein. Unless

<PAGE>
otherwise stated herein, as the context otherwise requires or if
such term is otherwise defined in the Agreement, each capitalized term used or
defined herein shall relate only to the Series 2002-[__] Certificates and to no
other Series of Certificates issued by the Trust. The following words and
phrases shall have the following meanings with respect to the Series 2002-[__]
Certificates and the definitions of such terms are applicable to the singular as
well as the plural form of such terms and to the masculine as well as the
feminine and neuter genders of such terms:

         "Accumulation Period" shall mean, unless an Early Amortization Event
          -------------------
with respect to Series 2002-[__] shall have occurred prior thereto, the period
commencing at the close of business on the last day of the [____________] 20[__]
Collection Period, or such later date as shall be determined in accordance with
Section 4.15 or Section 4.16, and ending on the first to occur of (a) the
commencement of the Early Amortization Period, (b) the payment in full of the
Class A Certificates, the Class B Certificates, the Collateralized Trust
Obligations, the Class D Certificates and the Class E Certificates and (c) the
Stated Series Termination Date.

         "Accumulation Period Factor" shall mean, for each Collection Period, a
          --------------------------
fraction, the numerator of which is equal to the sum of the initial invested
amounts (or other corresponding amounts) of all outstanding Series and the
denominator of which is equal to the sum of (a) the Initial Invested Amount, (b)
the initial invested amounts (or other corresponding amounts) of all outstanding
Series (other than Series 2002-[__]) which are not expected to be in their
revolving periods during such Collection Period and (c) the initial invested
amounts (or other corresponding amounts) of all outstanding Series (other than
Series 2002-[__]) which are not allocating Shared Principal Collections to other
Series and are expected to be in their revolving periods during such Collection
Period.

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

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

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

         "Available Class A-B Enhancement Amount" shall mean, for any
          --------------------------------------
Distribution Date, the sum of the CTO Invested Amount, the Class D Invested
Amount and the Class E Invested Amount, in each case as of such Distribution
Date.

         "Available Class D Enhancement Amount" shall mean, for any Distribution
          ------------------------------------
Date, the sum of the amount on deposit in and available to be withdrawn from the
Spread Account on such Distribution Date (after giving effect to all deposits
and withdrawals to be made to or from the Spread Account on such date) and the
Class E Invested Amount as of such Distribution Date.

         "Available CTO Enhancement Amount" shall mean, for any Distribution
          --------------------------------
Date, the sum of the amount on deposit in and available to be withdrawn from the
Spread Account on




                                     2

<PAGE>
such Distribution Date (after giving effect to all deposits and withdrawals to
be made to or from the Spread Account on such date), the Class D Invested Amount
as of such Distribution Date and the Class E Invested Amount as of such
Distribution Date.

         "Available Principal Collections" shall mean, for any Distribution
          -------------------------------
Date, an amount equal to (a) the applicable Invested Percentage of Collections
of Principal Receivables for the preceding Collection Period, plus (b) the
amounts included in Available Principal Collections for such Distribution Date
pursuant to Section 4.6 and Section 4.8, plus (c) Shared Principal Collections
allocated to Series 2002-[__], plus (d) during the Accumulation Period or the
Early Amortization Period, any amounts allocated to Series 2002-[__] as
described in Section 4.10, minus (e) Subordinated Principal Collections applied
pursuant to Section 4.9 for such preceding Collection Period.

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

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

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

         "Base Rate" shall mean, for any Collection Period, the sum of (a) the
          ---------
annualized percentage equivalent of a fraction, the numerator of which is the
Monthly Interest for the Distribution Date immediately following the last day of
such Collection Period (adjusted, in the case of the first Collection Period, by
multiplying such Monthly Interest by the percentage equivalent of a fraction,
the numerator of which is 360 and the denominator of which is the number of days
in the first Interest Period) and the denominator of which is the Adjusted
Invested Amount as of the last day of the Collection Period preceding such
Collection Period (or, in the case of the first Collection Period, as of the
Closing Date) and (b) the product of (i) 2.00% per annum and (ii) the percentage
equivalent of a fraction, the numerator of which is the Invested Amount and the
denominator of which is the Adjusted Invested Amount, each as of the case of
such preceding Collection Period (or, in the case of the first Collection
Period, as of the Closing Date).



                                  3

<PAGE>

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

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

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

         "Class A Adjustment Amount" shall mean, for any Distribution Date, an
          -------------------------
amount equal to the product of (i) the Series Adjustment Amount for Series
2002-[__] as of the end of the preceding Collection Period and (ii) the
percentage equivalent of a fraction, the numerator of which is the Class A
Invested Amount and the denominator of which is the Invested Amount, each as of
the last day of the Collection Period preceding such preceding Collection
Period.

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

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

         "Class A Cap Payment" shall mean, for any Distribution Date, any
          -------------------
payment made to the Trust pursuant to the Class A Interest Rate Cap with respect
to such Distribution Date.

         "Class A Cap Rate" shall mean [____]% per annum.
          ----------------

         "Class A Certificate Rate" shall mean, for any Interest Period, a per
          ------------------------
annum rate of [____]% in excess of LIBOR, as determined on the related LIBOR
Determination Date.

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


                                   4

<PAGE>

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

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

         "Class A Fixed Allocation Percentage" shall mean, for any Collection
          -----------------------------------
Period, the percentage equivalent of a fraction, the numerator of which is equal
to the Class A Invested Amount as of the last day of the Revolving Period and
the denominator of which is equal to the greater of (i) the sum of (a) the
Aggregate Principal Receivables in the Trust as of the last day of the
immediately preceding Collection Period and (b) the Excess Funding Amount at the
end of such last day and (ii) the sum of the numerators used to calculate the
corresponding invested percentages for all Series outstanding as of the date on
which such determination is being made; provided, however, that, for any
Collection Period in which Additional Accounts are included as Accounts pursuant
to Section 2.6(a) or Section 2.6(b), the amount calculated in clause (i) above
shall be increased by the amount of Principal Receivables in such Additional
Accounts as of the Additional Account Cut-Off Date on and after the Additional
Account Closing Date applicable to such Additional Accounts; and, provided
further, that if the Series 2002-[__] Certificates are paired with a Paired
Series and the Early Amortization Period (as defined in the Supplement for such
Paired Series) commences, the Transferor may, if the Rating Agency Condition
shall have been satisfied, by written notice to the Trustee and the Servicer,
designate a different numerator to be used to determine such percentage
(provided that such numerator is not less than the Class A Invested Amount as of
the last day of the Revolving Period (as defined in the Supplement for such
Paired Series)).

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

         "Class A Initial Invested Amount" shall mean the aggregate initial
          -------------------------------
principal amount of the Class A Certificates, which is $[____________].

                                  5

<PAGE>

         "Class A Interest Rate Cap" shall mean the master agreement dated as of
          -------------------------
[____________], 2002 between the Transferor and the Interest Rate Cap Provider,
as supplemented by the schedule attached thereto and the confirmation dated as
of [____________], 2002 between the Transferor and the Interest Rate Cap
Provider, relating to the Class A Certificates and for the exclusive benefit of
the Class A Certificateholders, or any Replacement Interest Rate Cap or
Qualified Substitute Arrangement.

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

         "Class A Invested Amount" shall mean, as of any date, an amount equal
          -----------------------
to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount on
deposit in the Principal Funding Account as of such date in respect of Class A
Monthly Principal (excluding interest and other investment earnings on such
amount), minus (c) the aggregate amount of principal payments made to the Class
A Certificateholders prior to such date, minus (d) the excess, if any, of the
aggregate amount of Class A Investor Charge Offs for all prior Distribution
Dates over the sum of the aggregate amount of Class A Investor Charge Offs
reimbursed prior to such date pursuant to Section 4.8(b) and, without
duplication, the aggregate amount of the reductions of the Series Adjustment
Amount allocated to the Class A Invested Amount prior to such date pursuant to
Section 4.7(g); provided, however, that the Class A Invested Amount may not be
reduced below zero.

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

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

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

         "Class A Notional Amount" shall mean, as of any date, the notional
          -----------------------
amount of the Class A Interest Rate Cap as of such date as determined in
accordance with the provisions of the Class A Interest Rate Cap.

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

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

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

         "Class A-B Enhancement Surplus" shall mean, for any Distribution Date,
          -----------------------------
the excess, if any, of the Available Class A-B Enhancement Amount for such
Distribution Date over the Required Class A-B Enhancement Amount for such
Distribution Date.

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

                                       6

<PAGE>

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

         "Class B Adjustment Amount" shall mean, for any Distribution Date, an
          -------------------------
amount equal to the product of (i) the Series Adjustment Amount for Series
2002-[__] as of the end of the preceding Collection Period and (ii) the
percentage equivalent of a fraction, the numerator of which is the Class B
Invested Amount and the denominator of which is the Invested Amount, each as of
the last day of the Collection Period preceding such preceding Collection
Period.

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

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

         "Class B Cap Payment" shall mean, for any Distribution Date, any
          -------------------
payment made to the Trust pursuant to the Class B Interest Rate Cap with respect
to such Distribution Date.

         "Class B Cap Rate" shall mean [____]% per annum.
          ----------------

         "Class B Certificate Rate" shall mean, for any Interest Period, a per
          ------------------------
annum rate of [____]% in excess of LIBOR, as determined on the related LIBOR
Determination Date.

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

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


                                  7

<PAGE>

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

         "Class B Fixed Allocation Percentage" shall mean, for any Collection
          -----------------------------------
Period, the percentage equivalent of a fraction, the numerator of which is equal
to the Class B Invested Amount as of the last day of the Revolving Period and
the denominator of which is equal to the greater of (i) the sum of (a) the
Aggregate Principal Receivables in the Trust as of the last day of the
immediately preceding Collection Period and (b) the Excess Funding Amount at the
end of such last day and (ii) the sum of the numerators used to calculate the
corresponding invested percentages for all Series outstanding as of the date on
which such determination is being made; provided, however, that, for any
Collection Period in which Additional Accounts are included as Accounts pursuant
to Section 2.6(a) or Section 2.6(b), the amount calculated in clause (i) above
shall be increased by the amount of Principal Receivables in such Additional
Accounts as of the Additional Account Cut-Off Date on and after the Additional
Account Closing Date applicable to such Additional Accounts; and, provided
further, that if the Series 2002-[__] Certificates are paired with a Paired
Series and the Early Amortization Period (as defined in the Supplement for such
Paired Series) commences, the Transferor may, if the Rating Agency Condition
shall have been satisfied, by written notice to the Trustee and the Servicer,
designate a different numerator to be used to determine such percentage
(provided that such numerator is not less than the Class B Invested Amount as of
the last day of the Revolving Period (as defined in the Supplement for such
Paired Series)).

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

         "Class B Initial Invested Amount" shall mean the aggregate initial
          -------------------------------
principal amount of the Class B Certificates, which is $[____________].

         "Class B Interest Rate Cap" shall mean the master agreement dated as of
          -------------------------
[____________], 2002 between the Transferor and the Interest Rate Cap Provider,
as supplemented by the schedule attached thereto and the confirmation dated as
of [____________], 2002 between the Transferor and the Interest Rate Cap
Provider, relating to the Class B


                                    8

<PAGE>

Certificates and for the exclusive benefit of the Class B Certificateholders, or
any Replacement Interest Rate Cap or Qualified Substitute Arrangement.

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

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

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

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

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

         "Class B Notional Amount" shall mean, as of any date, the notional
          -----------------------
amount of the Class B Interest Rate Cap as of such date as determined in
accordance with the provisions of the Class B Interest Rate Cap.

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

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

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



                                   9

<PAGE>

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

         "Class B Subordinated Principal Collections" shall mean, for any
          ------------------------------------------
Collection Period, an amount equal to the product of (i) the Class B Floating
Allocation Percentage (for any Collection Period with respect to the Revolving
Period) or the Class B Fixed Allocation Percentage (for any Collection Period
with respect to the Accumulation Period or the Early Amortization Period) and
(ii) the aggregate amount of Collections of Principal Receivables for such
Collection Period.

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

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

         "Class D Adjustment Amount" shall mean, for any Distribution Date, an
          -------------------------
amount equal to the product of (i) the Series Adjustment Amount for Series
2002-[__] as of the end of the preceding Collection Period and (ii) the
percentage equivalent of a fraction, the numerator of which is the Class D
Invested Amount and the denominator of which is the Invested Amount, each as of
the last day of the Collection Period preceding such preceding Collection
Period.

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

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

         "Class D Certificate Rate" shall mean, for any Interest Period, the
          ------------------------
rate designated in the letter agreement, dated [____________], 2002, between the
Transferor and the Trustee; provided, however, that the Class D Certificate Rate
shall in no event exceed LIBOR plus [____]% per annum.


                                   10

<PAGE>

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

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

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

         "Class D Enhancement Surplus" shall mean, for any Distribution Date,
          ---------------------------
the excess, if any, of the Available Class D Enhancement Amount for such
Distribution Date over the Required Class D Enhancement Amount for such
Distribution Date.

         "Class D Fixed Allocation Percentage" shall mean, for any Collection
          -----------------------------------
Period, the percentage equivalent of a fraction, the numerator of which is equal
to the Class D Invested Amount as of the last day of the Revolving Period and
the denominator of which is equal to the greater of (i) the sum of (a) the
Aggregate Principal Receivables in the Trust as of the last day of the
immediately preceding Collection Period and (b) the Excess Funding Amount at the
end of such last day and (ii) the sum of the numerators used to calculate the
corresponding invested percentages for all Series outstanding as of the date on
which such determination is being made; provided, however, that, for any
Collection Period in which Additional Accounts are included as Accounts pursuant
to Section 2.6(a) or Section 2.6(b), the amount calculated in clause (i) above
shall be increased by the amount of Principal Receivables in such Additional
Accounts as of the Additional Account Cut-Off Date on and after the Additional
Account Closing Date applicable to such Additional Accounts; and, provided
further, that if the Series 2002-[__] Certificates are paired with a Paired
Series and the Early Amortization Period (as defined in the Supplement for such
Paired Series) commences, the Transferor may, if the Rating Agency Condition
shall have been satisfied, by written notice to the Trustee and the Servicer,
designate a different numerator to be used to determine such percentage
(provided that such numerator is not less than the Class D Invested Amount as of
the last day of the Revolving Period (as defined in the Supplement for such
Paired Series)).

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


                                   11

<PAGE>

Account Cut-Off Date on and after the Additional Account Closing Date applicable
to such Additional Accounts.

         "Class D Initial Invested Amount" shall mean the aggregate initial
          -------------------------------
principal amount of the Class D Certificates, which is $[____________].

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

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

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

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

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

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

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



                                     12


<PAGE>

         "Class D Required Amount" shall have the meaning specified in Section
          -----------------------
4.5(d).

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

         "Class D Subordinated Principal Collections" shall mean, for any
          ------------------------------------------
Collection Period, an amount equal to the product of (i) the Class D Floating
Allocation Percentage (for any Collection Period with respect to the Revolving
Period) or the Class D Fixed Allocation Percentage (for any Collection Period
with respect to the Accumulation Period or the Early Amortization Period) and
(ii) the aggregate amount of Collections of Principal Receivables for such
Collection Period.

         "Class E Additional Interest" shall have the meaning specified in
          ---------------------------
Section 4.3(e).

         "Class E Adjustment Amount" shall mean, for any Distribution Date, an
          -------------------------
amount equal to the product of (i) the Series Adjustment Amount for Series
2002-[__] as of the end of the preceding Collection Period and (ii) the
percentage equivalent of a fraction, the numerator of which is the Class E
Invested Amount and the denominator of which is the Invested Amount, each as of
the last day of the Collection Period preceding such preceding Collection
Period.

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

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

         "Class E Certificate Rate" shall mean, for any Interest Period, the
          ------------------------
rate designated in the letter agreement, dated [____________], 2002, between the
Transferor and the Trustee; provided, however, that the Class E Certificate Rate
shall in no event exceed LIBOR plus [____]% per annum.

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

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

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

         "Class E Fixed Allocation Percentage" shall mean, for any Collection
          -----------------------------------
Period, the percentage equivalent of a fraction, the numerator of which is equal
to the Class E Invested



                                   13

<PAGE>

Amount as of the last day of the Revolving Period and the denominator of which
is equal to the greater of (i) the sum of (a) the Aggregate Principal
Receivables in the Trust as of the last day of the immediately preceding
Collection Period and (b) the Excess Funding Amount at the end of such last day
and (ii) the sum of the numerators used to calculate the corresponding invested
percentages for all Series outstanding as of the date on which such
determination is being made; provided, however, that, for any Collection Period
in which Additional Accounts are included as Accounts pursuant to Section 2.6(a)
or Section 2.6(b), the amount calculated in clause (i) above shall be increased
by the amount of Principal Receivables in such Additional Accounts as of the
Additional Account Cut-Off Date on and after the Additional Account Closing Date
applicable to such Additional Accounts; and, provided further, that if the
Series 2002-[__] Certificates are paired with a Paired Series and the Early
Amortization Period (as defined in the Supplement for such Paired Series)
commences, the Transferor may, if the Rating Agency Condition shall have been
satisfied, by written notice to the Trustee and the Servicer, designate a
different numerator to be used to determine such percentage (provided that such
numerator is not less than the Class E Invested Amount as of the last day of the
Revolving Period (as defined in the Supplement for such Paired Series)).

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

         "Class E Initial Invested Amount" shall mean the aggregate initial
          -------------------------------
principal amount of the Class E Certificates, which is $[____________].

         "Class E Interest Shortfall" shall have the meaning specified in
          --------------------------
Section 4.3(e).

         "Class E Invested Amount" shall mean, as of any date, an amount equal
          -----------------------
to (a) the Class E Initial Invested Amount, minus (b) the aggregate amount of
principal payments made to the Class E Certificateholders prior to such date,
minus (c) the aggregate amount of Class E Investor Charge Offs for all prior
Distribution Dates, minus (d) the amount of Class E Subordinated Principal
Collections allocated on all prior Distribution Dates pursuant to Section
4.9(a), (b), (c) or (d), minus (e) an amount equal to the amount by which the
Class E Invested Amount has been reduced on all prior Distribution Dates
pursuant to Section 4.7(a), (b), (c) or (d), plus (f) the sum of the amount of
Excess Spread and Shared Excess Finance Charge Collections allocated and
available on all prior Distribution Dates pursuant to Section 4.8(q) for



                                14

<PAGE>

the purpose of reimbursing amounts deducted pursuant to the foregoing clauses
(c), (d) and (e) and, without duplication, the aggregate amount of the
reductions of the Series Adjustment Amount allocated to the Class E Invested
Amount prior to such date pursuant to Section 4.7(g); provided, however, that
the Class E Invested Amount may not be reduced below zero.

         "Class E Investor Charge Off" shall have the meaning specified in
          ---------------------------
Section 4.7(e).

         "Class E Monthly Interest" shall have the meaning specified in Section
          ------------------------
4.3(e).

         "Class E Monthly Principal" shall have the meaning specified in Section
          -------------------------
4.4(e).

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

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

         "Class E Subordinated Principal Collections" shall mean, for any
          ------------------------------------------
Collection Period, an amount equal to the product of (i) the Class E Floating
Allocation Percentage (for any Collection Period with respect to the Revolving
Period) or the Class E Fixed Allocation Percentage (for any Collection Period
with respect to the Accumulation Period or the Early Amortization Period) and
(ii) the aggregate amount of Collections of Principal Receivables for such
Collection Period.

            "Closing Date" shall mean [____________], 2002.
             ------------

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

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

            "Collection Period" shall mean the period from and including the
             -----------------
first day of a calendar month to and including the last day of such calendar
month (or, in the case of the first Collection Period applicable to Series
2002-[__], the period from and including the Closing Date to and including
[____________], 2002).

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

            "Controlled Deposit Amount" shall mean, for any Distribution Date
             -------------------------
with respect to the Accumulation Period, an amount equal to the sum of the
Controlled Accumulation



                                  15

<PAGE>

Amount for such Distribution Date and any Deficit Controlled Accumulation Amount
for the immediately preceding Distribution Date.

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

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

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

         "CTO Adjustment Amount" shall mean, for any Distribution Date, an
          ---------------------
amount equal to the product of (i) the Series Adjustment Amount for Series
2002-[__] as of the end of the preceding Collection Period and (ii) the
percentage equivalent of a fraction, the numerator of which is the CTO Invested
Amount and the denominator of which is the Invested Amount, each as of the last
day of the Collection Period preceding such preceding Collection Period.

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

         "CTO Available Funds" shall mean, for any Collection Period, an amount
          -------------------
equal to the sum of (a) the CTO Floating Allocation Percentage of Collections of
Finance Charge Receivables for such Collection Period and any other amounts that
are to be treated as Collections of Finance Charge Receivables for such
Collection Period in accordance with the Agreement, (b) the CTO Cap Payment, if
any, deposited in the Collection Account on the Distribution Date immediately
following the last day of such Collection Period, (c) the portion of



                                    16

<PAGE>

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

                  "CTO Cap Payment" shall mean, for any Distribution Date, any
                  ----------------
payment made to the Trust pursuant to the CTO Interest Rate Cap with respect to
such Distribution Date.

                  "CTO Cap Rate" shall mean [____]% per annum.
                   ------------
                  "CTO Default" shall mean each event specified in Section 11 of
                   -----------
this Series Supplement as a CTO Default.

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

                  "CTO Enhancement Surplus" shall mean, for any Distribution
                   -----------------------
Date, the excess, if any, of the Available CTO Enhancement Amount for such
Distribution Date over the Required CTO Enhancement Amount for such Distribution
Date.

                  "CTO Fixed Allocation Percentage" shall mean, for any
                   -------------------------------
Collection Period, the percentage equivalent of a fraction, the numerator of
which is equal to the CTO Invested Amount as of the last day of the Revolving
Period and the denominator of which is equal to the greater of (i) the sum of
(a) the Aggregate Principal Receivables in the Trust as of the last day of the
immediately preceding Collection Period and (b) the Excess Funding Amount at the
end of such last day and (ii) the sum of the numerators used to calculate the
corresponding invested percentages for all Series outstanding as of the date on
which such determination is being made; provided, however, that, for any
Collection Period in which Additional Accounts are included as Accounts pursuant
to Section 2.6(a) or Section 2.6(b), the amount calculated in clause (i) above
shall be increased by the amount of Principal Receivables in such Additional
Accounts as of the Additional Account Cut-Off Date on and after the Additional
Account Closing Date applicable to such Additional Accounts; and, provided
further, that if the Series 2002-[__] Certificates are paired with a Paired
Series and the Early Amortization Period (as defined in the Supplement for such
Paired Series) commences, the Transferor may, if the Rating Agency Condition
shall have been satisfied, by written notice to the Trustee and the Servicer,
designate a different numerator to be used to determine such percentage
(provided that such numerator is not less than the CTO Invested Amount as of the
last day of the Revolving Period (as defined in the Supplement for such Paired
Series)).

                                       17

<PAGE>

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

                  "CTO Initial Invested Amount" shall mean the aggregate initial
                   ---------------------------
principal amount of the Collateralized Trust Obligations, which is
$[____________].

                  "CTO Interest Rate" shall mean, for any Interest Period, the
                   -----------------
rate designated in the letter agreement, dated [____________], 2002, between the
Transferor and the Trustee; provided, however, that the CTO Interest Rate shall
in no event exceed LIBOR plus [____]% per annum.

                  "CTO Interest Rate Cap" shall mean the master agreement dated
                   ---------------------
as of [____________], 2002 between the Transferor and the Interest Rate Cap
Provider, as supplemented by the schedule attached thereto and the confirmation
dated as of [____________], 2002 between the Transferor and the Interest Rate
Cap Provider, relating to the Collateralized Trust Obligations and for the
exclusive benefit of the CTO Securityholders, or any Replacement Interest Rate
Cap or Qualified Substitute Arrangement.

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

                  "CTO Invested Amount" shall mean, as of any date, an amount
                   -------------------
equal to (a) the CTO Initial Invested Amount, minus (b) the aggregate amount on
deposit in the Principal Funding Account as of such date in respect of CTO
Monthly Principal (excluding interest and other investment earnings on such
amount), minus (c) the aggregate amount of principal payments made to the CTO
Securityholders prior to such date, minus (d) the aggregate amount of CTO
Investor Charge Offs for all prior Distribution Dates, minus (e) the amount of
CTO Subordinated Principal Collections allocated on all prior Distribution Dates
pursuant to Section 4.9(a) or (b), minus (f) an amount equal to the amount by
which the CTO Invested Amount has been reduced on all prior Distribution Dates
pursuant to Section 4.7(a) or (b), plus (g) the sum of the amount of Excess
Spread and Shared Excess Finance Charge Collections allocated and available on
all prior Distribution Dates pursuant to Section 4.8(j) for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (d), (e) and (f)
and, without duplication, the aggregate amount of the reductions of the Series
Adjustment Amount allocated to the CTO

                                       18

<PAGE>

Invested Amount prior to such date pursuant to Section 4.7(g); provided,
however, that the CTO Invested Amount may not be reduced below zero.

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

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

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

                  "CTO Notional Amount" shall mean, as of any date, the notional
                   -------------------
amount of the CTO Interest Rate Cap as of such date as determined in accordance
with the provisions of the CTO Interest Rate Cap.

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

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

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

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

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

                  "CTO Subordinated Principal Collections" shall mean, for any
                   --------------------------------------
Collection Period, an amount equal to the product of (i) the CTO Floating
Allocation Percentage (for any Collection Period with respect to the Revolving
Period) or the CTO Fixed Allocation Percentage (for any Collection Period with
respect to the Accumulation Period or the Early Amortization Period) and (ii)
the aggregate amount of Collections of Principal Receivables for such Collection
Period.

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

                                       19

<PAGE>

                  Controlled Deposit Amount for such subsequent Distribution
Date over the amount deposited into the Principal Funding Account with respect
to that Distribution Date as Class A Monthly Principal, Class B Monthly
Principal, CTO Monthly Principal or Class D Monthly Principal.

                  "Early Amortization Period" shall mean the period commencing
                   -------------------------
at the close of business on the day on which an Early Amortization Event with
respect to Series 2002-[__] is deemed to have occurred and ending on the earlier
of (a) the date on which the Series 2002-[__] Certificates are paid in full and
(b) the Stated Series Termination Date.

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

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

                  "Expected Final Distribution Date" shall mean the
                   --------------------------------
[____________] 20[__] Distribution Date.

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

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

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

                  "Initial Invested Amount" shall mean the aggregate initial
                   -----------------------
principal amount of the Series 2002-[__] Certificates, which is $[____________].

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

                  "Interest Rate Cap" shall mean either the Class A Interest
                   -----------------
Rate Cap, the Class B Interest Rate Cap or the CTO Interest Rate Cap, as
applicable.

                  "Interest Rate Caps" shall mean the Class A Interest Rate Cap,
                   ------------------
the Class B Interest Rate Cap and the CTO Interest Rate Cap.

                                       20

<PAGE>

                  "Interest Rate Cap Payment" shall mean, for any Distribution
                   -------------------------
Date, the Class A Cap Payment, the Class B Cap Payment and the CTO Cap Payment,
if any, with respect to such Distribution Date.

                  "Interest Rate Cap Provider" shall mean [____________], in its
                   --------------------------
capacity as obligor under the Interest Rate Caps, or, if any Replacement
Interest Rate Cap or Qualified Substitute Arrangement is obtained pursuant to
Section 4A of this Series Supplement, any obligor with respect to such
Replacement Interest Rate Cap or Qualified Substitute Arrangement.

                  "Interest Rate Cap Provider Downgrade" shall have the meaning
                   ------------------------------------
specified in Section 4A(c) of this Series Supplement.

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

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

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

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

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

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

                  "LIBOR Determination Date" shall mean (i) for the period from
                   ------------------------
and including the Closing Date to and including [____________], 2002,
[____________], 2002, (ii) for the period from and including [____________],
2002 to and including [____________], 2002, [____________], 2002, and (iii) for
each subsequent Interest Period, the second Business Day prior to the
Distribution Date on which such Interest Period commences. For purposes of this

                                       21

<PAGE>

definition, a Business Day is any day which is both a Business Day and a day on
which dealings in deposits in United States dollars are transacted in the London
interbank market.

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

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

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

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

                  "Portfolio Yield" shall mean, for any Collection Period, the
                   ---------------
annualized percentage equivalent of a fraction, the numerator of which is equal
to (a) the Collections of Finance Charge Receivables for such Collection Period
that are allocated to Series 2002-[__] (including any interest and other
investment earnings on funds on deposit in the Excess Funding Account applied as
Collections of Finance Charge Receivables for such Collection Period), plus (b)
any Shared Excess Finance Charge Collections that are allocated to Series
2002-[__] for such Collection Period, plus (c) the interest and other investment
earnings, if any (net of losses and investment expenses), on funds on deposit in
the Spread Account included in Excess Spread for the Distribution Date
immediately following the last day of such Collection Period pursuant to Section
4.12(b), plus (d) the Principal Funding Investment Proceeds, if any, required to
be deposited into the Collection Account on the Distribution Date immediately
following the last day of such Collection Period pursuant to Section 4.13(c),
plus (e) the Reserve Account Draw Amount for such Collection Period, plus (f)
the interest and other investment earnings, if any (net of losses and investment
expenses), on funds on deposit in the Reserve Account required to be deposited
into the Collection Account on the Distribution Date immediately following the
last day of such Collection Period pursuant to Section 4.14(e), plus (g) the
Interest Rate Cap Payments, if any, required to be deposited in the Collection
Account on the Distribution Date immediately following the last day of such
Collection Period minus (h) the Investor Default Amount for the Distribution
Date immediately following the last day of such Collection Period minus (i) the
Series Adjustment Amount for Series 2002-[__] as of the last day of such
Collection Period, and the denominator of which is the Adjusted Invested Amount
as of the last day of such Collection Period.

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

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

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

                                       22

<PAGE>

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

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

                  "Qualified Maturity Agreement" shall mean a written agreement
                   ----------------------------
between the Transferor and a Qualified Institution under which the Qualified
Institution agrees to deposit into the Principal Funding Account on or before
the Expected Final Distribution Date an amount equal to the aggregate
outstanding principal balance of the Class A Certificates, the Class B
Certificates, the Collateralized Trust Obligations and the Class D Certificates
as of the Expected Final Distribution Date.

                  "Qualified Substitute Arrangement" shall have the meaning
                   --------------------------------
specified in Section 4A(d)(iii) of this Series Supplement.

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


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

                  "Replacement Interest Rate Cap" shall mean one or more
                   -----------------------------
Interest Rate Caps, which, in combination with all other Interest Rate Caps then
in effect, after giving effect to any planned cancellations of any presently
outstanding Interest Rate Caps, satisfies the conditions set forth in Section 4A
of this Series Supplement.

                  "Required Accumulation Factor Number" shall mean, for any
                   -----------------------------------
Distribution Date, a fraction, rounded upwards to the nearest whole number, the
numerator of which is one and the denominator of which is equal to the lowest
monthly principal payment rate on the Accounts, expressed as a decimal, for any
month during the 12 month period preceding the date of such calculation (or any
lower monthly principal payment rate selected by the Servicer at its option and
in its sole discretion).

                                       23

<PAGE>

                  "Required Class A-B Enhancement Amount" shall mean, for any
                   -------------------------------------
Distribution Date, the product of (i) [__]% and (ii) the Invested Amount as of
the last day of the preceding Collection Period.

                  "Required Class D Enhancement Amount" shall mean, for any
                   -----------------------------------
Distribution Date, the sum of (i) the Required Spread Account Amount for such
Distribution Date and (ii) the product of (A) [__]% and (B) the Invested Amount
as of the last day of the preceding Collection Period.

                  "Required CTO Enhancement Amount" shall mean, for any
                   -------------------------------
Distribution Date, the sum of (i) the Required Spread Account Amount for such
Distribution Date and (ii) the product of (A) [__]% and (B) the Invested Amount
as of the last day of the preceding Collection Period.

                  "Required Ratings" shall mean, as of any date, (i) a
                   ----------------
short-term debt rating of P-1 and a long-term unsecured debt rating of A-1 by
Moody's (if Moody's is a Rating Agency with respect to the Class A Certificates,
the Class B Certificates or the Collateralized Trust Obligations, as applicable,
on such date) and (ii) a short-term debt rating of A-1 and a long-term debt
rating of A+ by Standard & Poor's (if Standard & Poor's is a Rating Agency with
respect to the Class A Certificates, the Class B Certificates or the
Collateralized Trust Obligations, as applicable, on such date).

                  "Required Reserve Account Amount" shall mean, for any
                   -------------------------------
Distribution Date prior to the Reserve Account Funding Date, $0, and, for any
Distribution Date on or after the Reserve Account Funding Date, an amount equal
to (a) 0.50% of the aggregate outstanding principal amount of the Class A
Certificates, the Class B Certificates, the Collateralized Trust Obligations and
the Class D Certificates as of the preceding Distribution Date or (b) such other
amount as may be designated by the Transferor; provided, however, that if any
designation pursuant to clause (b) above is of a lesser amount, (i) the Rating
Agency Condition shall have been satisfied and (ii) the Transferor shall have
delivered to the Trustee an Officer's Certificate to the effect that, based on
the facts known to such officer at such time, in the reasonable belief of such
officer, such designation will not cause an Early Amortization Event or an event
that, after the giving of notice or the lapse of time, would constitute an Early
Amortization Event to occur with respect to Series 2002-[__]; and, provided
further, that the Required Reserve Account Amount for any Distribution Date
during any period during which the commencement of the Accumulation Period has
been suspended pursuant to Section 4.16 shall equal the amount on deposit in the
Reserve Account on the date of such suspension.

                  "Required Spread Account Amount" shall mean, for any
                   ------------------------------
Distribution Date, an amount equal to the product of (i) the Required Spread
Account Percentage for such Distribution Date and (ii) the Invested Amount as of
the last day of the preceding Collection Period; provided, however, that (i) if
an Early Amortization Event shall have occurred, the Required Spread Account
Amount with respect to each Distribution Date thereafter (subject to clause
(iii) below) shall equal the Required Spread Account Amount with respect to the
Distribution Date immediately preceding the occurrence of such Early
Amortization Event, (ii) if a CTO Default shall have occurred, the Required
Spread Account Amount with respect to each Distribution Date thereafter shall
equal the sum of the CTO Invested Amount and the Class D Invested

                                       24

<PAGE>

Amount as of such date and (iii) in no event shall the Required Spread Account
Amount for any Distribution Date exceed the sum of the CTO Invested Amount and
the Class D Invested Amount as of such date; and, provided further, that this
definition may be amended at any time and from time to time by the Servicer, the
Transferor and the Trustee if (x) the Transferor shall have received written
notice from each Rating Agency rating the Collateralized Trust Obligations and
each Rating Agency rating the Class D Certificates (with a copy delivered to the
Trustee) that such reduction will not result in the reduction or withdrawal of
the then current rating of the Collateralized Trust Obligations or Class D
Certificates, as applicable, (y) the Transferor shall have delivered to the
Trustee an Officer's Certificate to the effect that, based on the facts known to
such officer at such time, in the reasonable belief of the Transferor, such
reduction will not cause an Early Amortization Event or an event that, after the
giving of notice or the lapse of time, would constitute an Early Amortization
Event to occur with respect to Series 2002-[__] and (z) the Transferor shall
have provided an Opinion of Counsel addressed to the Trustee, dated the date of
such amendment, to the effect that such amendment will not cause any Class of
the Series 2002-[__] Certificates as to which an opinion that such Class was
debt was given on the Closing Date to fail to qualify as debt for federal income
tax purposes, cause the Trust to be characterized for federal income tax
purposes as an association taxable as a corporation or otherwise have any
material adverse impact on the federal income tax characterization of any
outstanding Series of Investor Certificates or the federal income taxation of
any Investor Certificateholder or any Certificate Owner.

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

                                       25

<PAGE>

as of each of the two preceding Distribution Dates and a further reduction in
the Required Spread Account Percentage is not otherwise permitted by this
proviso, (D) the Required Spread Account Percentage for any Distribution Date
will be reduced to [____]% only if the Spread Account Funding Condition is
satisfied as of such Distribution Date, the Average Excess Spread Percentage is
greater than or equal to [____]% as of such Distribution Date, the Average
Excess Spread Percentage was greater than or equal to [____]% as of each of the
two preceding Distribution Dates and a further reduction in the Required Spread
Account Percentage is not otherwise permitted by this proviso and (E) the
Required Spread Account Percentage for any Distribution Date will be reduced to
0.00% only if the Spread Account Funding Condition is satisfied as of such
Distribution Date, the Average Excess Spread Percentage is greater than or equal
to [____]% as of such Distribution Date and the Average Excess Spread Percentage
was greater than or equal to [____]% as of each of the two preceding
Distribution Dates; and, provided further, that this definition may be amended
at any time and from time to time by the Servicer, the Transferor and the
Trustee if (x) the Transferor shall have received written notice from each
Rating Agency rating the Collateralized Trust Obligations and each Rating Agency
rating the Class D Certificates (with a copy delivered to the Trustee) that such
reduction will not result in the reduction or withdrawal of the then current
rating of the Collateralized Trust Obligations or the Class D Certificates, as
applicable, (y) the Transferor shall have delivered to the Trustee an Officer's
Certificate to the effect that, based on the facts known to such officer at such
time, in the reasonable belief of the Transferor, such reduction will not cause
an Early Amortization Event or an event that, after the giving of notice or the
lapse of time, would constitute an Early Amortization Event to occur with
respect to Series 2002-[__] and (z) the Transferor shall have provided an
Opinion of Counsel addressed to the Trustee, dated the date of such amendment,
to the effect that such amendment will not cause any Class of the Series
2002-[__] Certificates as to which an opinion that such Class was debt was given
on the Closing Date to fail to qualify as debt for federal income tax purposes,
cause the Trust to be characterized for federal income tax purposes as an
association taxable as a corporation or otherwise have any material adverse
impact on the federal income tax characterization of any outstanding Series of
Investor Certificates or the federal income taxation of any Investor
Certificateholder or any Certificate Owner.

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

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

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

                                       26

<PAGE>

                  (c) the Distribution Date immediately following the Collection
Period which commences nine months prior to the Collection Period in which the
Accumulation Period commences if the average of the Portfolio Yield minus the
Base Rate for any three consecutive Collection Periods is less than [____]%;
and, provided further, that the Reserve Account Funding Date shall be the
Distribution Date immediately following the date on which a Qualified Maturity
Agreement is terminated if (a) such Qualified Maturity Agreement is terminated
because the provider of such Qualified Maturity Agreement ceases to qualify as a
Qualified Institution, (b) such Qualified Maturity Agreement is terminated prior
to the earlier of the Expected Final Distribution Date and the commencement of
the Early Amortization Period, (c) such Qualified Maturity Agreement is
terminated after the later of the last day of the [____________] 20[__]
Collection Period and, at the election of the Transferor, the date to which the
commencement of the Accumulation Period may be postponed pursuant to Section
4.15 (as determined on the date of such termination) and (d) the Transferor does
not obtain a substitute Qualified Maturity Agreement.

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

                  "Restricted Certificate" shall mean a Collateralized Trust
                   ----------------------
Obligation or a Class D Certificate.

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

                  "Series 2002-[__]" shall mean the Series the terms of which
                   ----------------
are specified in this Series Supplement.

                  "Series 2002-[__] Certificate" shall mean a Class A
                   ----------------------------
Certificate, a Class B Certificate, a Collateralized Trust Obligation, a Class D
Certificate or a Class E Certificate.

                  "Series 2002-[__] Certificateholder" shall mean a Class A
                   ----------------------------------
Certificateholder, a Class B Certificateholder, a CTO Securityholder, a Class D
Certificateholder or a Class E Certificateholder.

                  "Servicing Fee Percentage" shall mean 2.00%.
                   ------------------------

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

                  "Shared Principal Collections" shall mean, for any Collection
                   ----------------------------
Period, the aggregate amount for all outstanding Series in Group One of
Collections of Principal

                                       27

<PAGE>

Receivables which the related Supplements specify are to be treated as "Shared
Principal Collections" for such Collection Period.

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

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

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

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

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

                  "Stated Series Termination Date" shall mean the [____________]
                   ------------------------------
20[__] Distribution Date.

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

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

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

     Section 3 Minimum  Transferor Interest Percentage and Minimum Aggregate
                        ----------------------------------------------------
Principal Receivables. The Minimum Transferor Interest Percentage applicable to
---------------------
the Series 2002-[__] Certificates shall be 0%; provided, however, that the
                                               --------  -------
Transferor may, in its sole discretion, designate a higher percentage as the
Minimum Transferor Interest Percentage so long as, after giving effect to such
designation and any repurchase of Investor Certificates or

                                       28

<PAGE>

designation of Additional Accounts, the Transferor Amount shall equal or exceed
the Minimum Transferor Amount. The Minimum Aggregate Principal Receivables
applicable to the Series 2002-[__] Certificates shall be the Initial Invested
Amount or, subject to the Rating Agency Condition, such lesser amount as may be
designated by the Transferor.

     Section 4 Reassignment and Transfer Terms. The Series 2002-[__]
               -------------------------------
Certificates may be reassigned and transferred to the Transferor on any
Distribution Date on or after which the Invested Amount is reduced to an amount
less than or equal to 5% of the Initial Invested Amount, subject to the
provisions of Section 12.2.

     Section 4A. Interest Rate Caps. (a) (a) On or prior to the Closing Date,
                 ------------------
the Transferor shall enter into the Class A Interest Rate Cap for the benefit of
the Class A Certificateholders, the Class B Interest Rate Cap for the benefit of
the Class B Certificateholders and the CTO Interest Rate Cap for the benefit of
the CTO Securityholders. Except as provided below, the Class A Interest Rate Cap
shall provide that it will terminate on the earlier of the day on which the
outstanding principal balance of the Class A Certificates is reduced to zero and
the day following the [____________] 20[__] Distribution Date. Except as
provided below, the Class B Interest Rate Cap shall provide that it will
terminate on the earlier of the day on which the outstanding principal balance
of the Class B Certificates is reduced to zero and the day following the
[____________] 20[__] Distribution Date. Except as provided below, the CTO
Interest Rate Cap shall provide that it will terminate on the earlier of the day
on which the outstanding principal balance of the Collateralized Trust
Obligations is reduced to zero and the day following the [____________] 20[__]
Distribution Date. The Transferor does hereby transfer, assign, set-over, and
otherwise convey to the Trustee for the benefit of the Class A
Certificateholders, the Class B Certificateholders and the CTO Securityholders,
without recourse, all of its rights under the Class A Interest Rate Cap, the
Class B Interest Rate Cap and the CTO Interest Rate Cap, respectively, and all
proceeds thereof. Such property shall constitute Trust Property for all purposes
of the Agreement. The foregoing transfer, assignment, set-over and conveyance
does not constitute and is not intended to result in a creation or an assumption
by the Trust, the Trustee or any Certificateholder of any obligation of the
Transferor or any other Person in connection with the Interest Rate Caps or
under any agreement or instrument relating thereto.

                  In connection with such transfer, the Transferor agrees to
record and file, at its own expense, financing statements (and continuation
statements with respect to such financing statements when applicable) with
respect to the Interest Rate Caps for the transfer of general intangibles (as
defined in the UCC in effect in the Relevant UCC State) meeting the requirements
of applicable state law in such manner and in such jurisdictions as are
necessary to perfect the foregoing transfer and assignment by the Transferor to
the Trustee, and to deliver a file-stamped copy of such financing statements or
other evidence of such filings to the Trustee on or prior to the Closing Date.
In connection with such transfer, the Transferor agrees to deliver to the
Trustee on or prior to the Closing Date an executed copy of each of the Interest
Rate Caps.

                  The Transferor hereby grants to the Trustee a security
interest in all of the Transferor's rights under the Interest Rate Caps in order
to secure the payment of the Class A

                                       29

<PAGE>

Certificates, the Class B Certificates and the Collateralized Trust Obligations.
This Series Supplement shall constitute a security agreement under applicable
law.

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

                  (b) The Interest Rate Caps shall not require the Trustee or
the Trust to make any payments thereunder, and each Interest Rate Cap shall
provide that (i) the Trustee shall be entitled to receive a payment (determined
in accordance with the respective Interest Rate Cap) from the Interest Rate Cap
Provider on or prior to each Distribution Date if LIBOR for the related Interest
Period plus [____]% exceeds the Class A Cap Rate, LIBOR for the related Interest
Period plus [____]% exceeds the Class B Cap Rate or LIBOR for the related
Interest Period plus [____]% exceeds the CTO Cap Rate, and (ii) notwithstanding
any prior termination of the Agreement, the Interest Rate Cap Provider shall
not, prior to the date which is one year and one day (or, if longer, the
applicable preference period then in effect) after the final payment of all
Series of Investor Certificates, petition or otherwise invoke the process of any
governmental authority for the purpose of commencing or sustaining a case
against the Trust under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust or any substantial part of
its property or ordering the winding up or liquidation of the affairs of the
Trust. The Interest Rate Caps shall require the Interest Rate Cap Provider to
make a payment on or prior to each Distribution Date to the Trustee, on behalf
of the Class A Certificateholders, the Class B Certificateholders or the CTO
Securityholders, as applicable, in an amount equal to the product of (i) the
amount by which, in the case of the Class A Interest Rate Cap, the Class A
Certificate Rate for the related Interest Period exceeds the Class A Cap Rate,
in the case of the Class B Interest Rate Cap, the Class B Certificate Rate for
the related Interest Period exceeds the Class B Cap Rate or, in the case of the
CTO Interest Rate Cap, the CTO Interest Rate for the related Interest Period
exceeds the CTO Cap Rate, (ii) the Class A Notional Amount, the Class B Notional
Amount or the CTO Notional Amount, as applicable, for such Interest Period and
(iii) the actual number of days in such Interest Period divided by 360. Payments
pursuant to the Class A Interest Rate Cap shall be deposited in the Collection
Account on each Distribution Date for payment to the Class A Certificateholders
on such Distribution Date. Payments pursuant to the Class B Interest Rate Cap
shall be deposited in the Collection Account on each Distribution Date for
payment to the Class B Certificateholders on such Distribution Date. Payments
pursuant to the CTO Interest Rate Cap shall be deposited in the Collection
Account on each Distribution Date for payment to the CTO Securityholders on such
Distribution Date.

                  (c) Each Interest Rate Cap shall require the Interest Rate Cap
Provider to notify the Transferor, the Trustee and each Rating Agency in writing
if the short-term debt rating of the Interest Rate Cap Provider is withdrawn or
reduced below P-1 by Moody's (if Moody's is a

                                       30

<PAGE>

Rating Agency with respect to the Class A Certificates, the Class B Certificates
or the Collateralized Trust Obligations, as applicable, at the time of such
withdrawal or reduction) or A-1 by Standard & Poor's (if Standard & Poor's is a
Rating Agency with respect to the Class A Certificates, the Class B Certificates
or the Collateralized Trust Obligations, as applicable, at the time of such
withdrawal or reduction) and the class of Series 2002-[__] Certificates to which
such Interest Rate Cap relates is then outstanding (an "Interest Rate Cap
                                                        -----------------
Provider Downgrade"). The Interest Rate Caps shall provide as follows with
------------------
respect to each Interest Rate Cap Provider Downgrade:


                                    (i) if an Interest Rate Cap Provider
                  Downgrade shall have occurred and be continuing, (A) the
                  Interest Rate Cap Provider shall obtain, at its own expense,
                  from an obligor having the Required Ratings and who shall be
                  reasonably acceptable to the Transferor, the Trustee, Moody's
                  (if Moody's is a Rating Agency with respect to the Class A
                  Certificates, the Class B Certificates or the Collateralized
                  Trust Obligations, as applicable, at such time) and Standard &
                  Poor's (if Standard & Poor's is a Rating Agency with respect
                  to the Class A Certificates, the Class B Certificates or the
                  Collateralized Trust Obligations, as applicable, at such
                  time), a Replacement Interest Rate Cap for each Interest Rate
                  Cap under which it is an obligor (unless the Transferor shall
                  have entered into a Qualified Substitute Arrangement with
                  respect to such Interest Rate Cap) and (B) the Interest Rate
                  Cap Provider shall continue to perform its obligations under
                  each Interest Rate Cap under which it is an obligor until it
                  has obtained a Replacement Interest Rate Cap for such Interest
                  Rate Cap or the Transferor has entered into a Qualified
                  Substitute Arrangement with respect to such Interest Rate Cap;

                                    (ii) if the Interest Rate Cap Provider shall
                  have failed to obtain a Replacement Interest Rate Cap within
                  30 days after the occurrence of an Interest Rate Cap Provider
                  Downgrade as required by clause (i) above, the Interest Rate
                  Cap Provider shall, until it has obtained a Replacement
                  Interest Rate Cap for each Interest Rate Cap under which it is
                  an obligor or the Transferor has entered into a Qualified
                  Substitute Arrangement with respect to such Interest Rate Cap,
                  post collateral, on a monthly basis, in an amount equal to the
                  greatest of (A) the mark-to-market value of such Interest Rate
                  Cap calculated as provided in Section 6(e)(ii)(2)(A) of the
                  standard International Swaps and Derivatives Association
                  Master Agreement (Multicurrency - Cross Border) (Copyright
                  1992), (B) the amount of any payment due with respect to such
                  Interest Rate Cap on the next Distribution Date and (C) one
                  percent of the outstanding principal amount of the class of
                  Series 2002-[__] Certificates to which such Interest Rate Cap
                  relates as of the preceding Distribution Date; provided,
                                                                 --------
                  however, that if the mark-to-market value of such Interest
                  -------
                  Rate Cap fluctuates by more than one percent of the applicable
                  notional amount, then the Interest Rate Cap Provider shall
                  calculate such mark-to-market value and post collateral on a
                  weekly basis;

                                    (iii) all collateral posted by the Interest
                  Rate Cap Provider pursuant to clause (ii) above for each
                  Interest Rate Cap under which it is an obligor shall be
                  pledged and delivered to and segregated by the Trustee, for
                  the benefit of the class of Series 2002-[__] Certificates to
                  which such Interest Rate Cap relates, pursuant to an
                  International Swaps and Derivatives Association Credit Support
                  Annex;

                                       31

<PAGE>

                                    (iv) all cash collateral posted by the
                  Interest Rate Cap Provider pursuant to clause (ii) above for
                  each Interest Rate Cap under which it is an obligor shall be
                  (A) invested by the Trustee, at the written direction of the
                  Servicer, in Eligible Investments denominated in United States
                  dollars that will mature so that such funds will be available
                  on or prior to the following Distribution Date and (B)
                  deposited into a segregated trust account, maintained in the
                  name of the Trustee, for the benefit of the class of Series
                  2002-[__] Certificates to which such Interest Rate Cap
                  relates, with an Eligible Institution and bearing a
                  designation clearly indicating that the funds deposited
                  therein are held for the benefit of such class; and

                                    (v) all costs associated with the posting of
                  collateral by the Interest Rate Cap Provider pursuant to
                  clause (ii) above shall be borne by the Interest Rate Cap
                  Provider.



                  (d) Upon receipt of notice of an Interest Rate Cap Provider
Downgrade, the Servicer shall use its best efforts to either:

                                    (i) cause the Interest Rate Cap Provider to
                  comply with the provisions described in Section 4A(c) with
                  respect to each Interest Rate Cap under which the Interest
                  Rate Cap Provider is an obligor; or

                                    (ii) (A) provide written notice to the
                  Interest Rate Cap Provider of the Servicer's intention to
                  instruct the Trustee to terminate such Interest Rate Cap
                  immediately following such 30-day period, (B) instruct the
                  Trustee to terminate such Interest Rate Cap immediately
                  following such 30-day period and (C) request the payment to it
                  of all amounts due under such Interest Rate Cap through the
                  termination date and deposit any such amounts so received, on
                  the day of receipt, into the Collection Account for
                  application as Class A Available Funds, Class B Available
                  Funds or CTO Available Funds, as applicable; provided however,
                                                               ----------------
                  that the Servicer shall not instruct the Trustee to terminate
                  any Interest Rate Cap unless a Replacement Interest Rate Cap
                  or Qualified Substitute Arrangement meeting the requirements
                  of Section 4A(e) has been obtained or will be obtained prior
                  to or simultaneously with the termination of such Interest
                  Rate Cap; or

                                    (iii) with the prior written confirmation of
                  each Rating Agency that such action will not result in a
                  reduction or withdrawal of the rating of the Class A
                  Certificates, the Class B Certificates or the Collateralized
                  Trust Obligations, establish any other arrangement
                  satisfactory to each Rating Agency including collateral,
                  guarantees or letters of credit (a "Qualified Substitute
                                                      --------------------
                  Arrangement");
                  -----------

provided, however, that in the event at any time any Replacement Interest Rate
--------  -------
Cap or Qualified Substitute Arrangement shall cease to be satisfactory to the
Rating Agency or shall terminate prior to, with respect to the Class A Interest
Rate Cap, the [____________] 20[__] Distribution Date, with respect to the Class
B Interest Rate Cap, the [____________] 20[__] Distribution Date or, with
respect to the CTO Interest Rate Cap, the [____________] 20[__] Distribution
Date, then the provisions of this Section 4A(d) shall again be applied and in
connection therewith

                                       32

<PAGE>

the 30-day period referred to above shall commence on the date the Servicer
receives notice of such cessation or termination, as the case may be.


                  (e) The Servicer shall not at any time effect any termination
of any Interest Rate Cap unless, prior to or simultaneously with the termination
thereof, the Servicer has obtained or shall obtain (i) a Replacement Interest
Rate Cap or Qualified Substitute Arrangement with respect thereto, (ii) to the
extent applicable, an Opinion of Counsel addressed to the Trustee as to the due
authorization, execution and delivery and the validity and enforceability of
such Replacement Interest Rate Cap or Qualified Substitute Arrangement, as the
case may be, and (iii) a letter from the Rating Agencies confirming that the
termination of such Interest Rate Cap and its replacement with such Replacement
Interest Rate Cap or Qualified Substitute Arrangement will not adversely affect
its rating of the Class A Certificates, the Class B Certificates or the
Collateralized Trust Obligations, all such documents to be delivered to the
Trustee.

                  (f) The Servicer shall notify the Trustee and the Rating
Agencies within five Business Days after obtaining knowledge of an Interest Rate
Cap Provider Downgrade.

                  (g) Notwithstanding the foregoing, the Servicer may at any
time obtain a Replacement Interest Rate Cap or Qualified Substitute Arrangement,
provided that the Servicer delivers to the Trustee (i) an Opinion of Counsel
addressed to the Trustee as to the due authorization, execution and delivery and
validity and enforceability of such Replacement Interest Rate Cap or Qualified
Substitute Arrangement with respect to the provider thereof and (ii) a letter
from the Rating Agencies confirming that the termination of the then current
Interest Rate Cap and its replacement with such Replacement Interest Rate Cap or
Qualified Substitute Arrangement will not adversely affect their respective
ratings of the Class A Certificates, the Class B Certificates or the
Collateralized Trust Obligations.

                  (h) The Interest Rate Caps shall provide that the Interest
Rate Cap Provider shall perform the duties of the calculation agent under the
Interest Rate Caps.

                  Section 5 Delivery and Payment for the Certificates. The
                            -----------------------------------------
Trustee shall deliver the Series 2002-[__] Certificates when authenticated in
accordance with Section 6.2.

                  Section 6 Form of Delivery of the Series 2002-[__]
                            ----------------------------------------
Certificates. The Class A Certificates, the Class B Certificates, the
------------
Collateralized Trust Obligations and the Class D Certificates shall be delivered
as both Registered Certificates as provided in Section 6.1 and Book-Entry
Certificates as provided in Section 6.11. The Class E Certificates shall be
delivered as both Registered Certificates as provided in Section 6.1 and
Definitive Certificates. The Class A Certificates and the Class B Certificates
shall be issued in minimum denominations of $1,000 and in integral multiples of
$1,000 in excess thereof. The Collateralized Trust Obligations and the Class D
Certificates shall be issued in minimum denominations of $100,000 and in
integral multiples of $1,000 in excess thereof. The Class E Certificates shall
be issued in minimum denominations of $500,000 and in integral multiples of
$1,000 in excess thereof.

                  Section 7 Servicing Compensation. The share of the Monthly
                            ----------------------
Servicing Fee allocable to the Series 2002-[__] Certificateholders for any
Distribution Date (the "Investor
                        --------
                                       33

<PAGE>


Monthly Servicing Fee") shall be equal to one-twelfth of the product of (a) the
---------------------
Servicing Fee Percentage and (b) the Invested Amount as of the last day of the
immediately preceding Collection Period; provided, however, for the first
                                         --------  -------
Distribution Date, the Investor Monthly Servicing Fee shall be equal to
$[____________]. The share of the Investor Monthly Servicing Fee allocable to
the Class A Certificateholders for any Distribution Date (the "Class A Servicing
                                                               -----------------
Fee") shall be equal to the product of (a) the Class A Floating Allocation
---
Percentage divided by the Floating Allocation Percentage, in each case for such
Distribution Date, and (b) the Investor Monthly Servicing Fee for such
Distribution Date; provided, however, that for the first Distribution Date, the
Class A Servicing Fee shall be equal to $[____________]. The share of the
Investor Monthly Servicing Fee allocable to the Class B Certificateholders for
any Distribution Date (the "Class B Servicing Fee") shall be equal to the
                            ---------------------
product of (a) the Class B Floating Allocation Percentage divided by the
Floating Allocation Percentage, in each case for such Distribution Date, and (b)
the Investor Monthly Servicing Fee for such Distribution Date; provided,
however, that for the first Distribution Date, the Class B Servicing Fee shall
be equal to $[____________]. The share of the Investor Monthly Servicing Fee
allocable to the CTO Securityholders for any Distribution Date (the "CTO
                                                                     ---
Servicing Fee") shall be equal to the product of (a) the CTO Floating Allocation
-------------
Percentage divided by the Floating Allocation Percentage, in each case for such
Distribution Date, and (b) the Investor Monthly Servicing Fee for such
Distribution Date; provided, however, that for the first Distribution Date, the
CTO Servicing Fee shall be equal to $[____________]. The share of the Investor
Monthly Servicing Fee allocable to the Class D Certificateholders for any
Distribution Date (the "Class D Servicing Fee") shall be equal to the product of
                        ---------------------
(a) the Class D Floating Allocation Percentage divided by the Floating
Allocation Percentage, in each case for such Distribution Date, and (b) the
Investor Monthly Servicing Fee for such Distribution Date; provided, however,
                                                           --------  -------
that for the first Distribution Date, the Class D Servicing Fee shall be equal
to $[____________]. The share of the Investor Monthly Servicing Fee allocable to
the Class E Certificateholders for any Distribution Date (the "Class E Servicing
                                                               -----------------
Fee") shall be equal to the product of (a) the Class E Floating Allocation
---
Percentage divided by the Floating Allocation Percentage, in each case for such
Distribution Date, and (b) the Investor Monthly Servicing Fee for such
Distribution Date; provided, however, that for the first Distribution Date, the
                   --------  -------
Class E Servicing Fee shall be equal to $[____________]. The Class A Servicing
Fee, the Class B Servicing Fee, the CTO Servicing Fee, the Class D Servicing Fee
and the Class E Servicing Fee shall be payable solely to the extent amounts are
available for distribution in respect thereof pursuant to this Series
Supplement. The remainder of the Monthly Servicing Fee shall be paid by the
Transferor or from amounts allocable to other Series (as provided in the
Agreement and the Supplements relating to such other Series) and in no event
shall the Trust, the Trustee or the Series 2002-[__] Certificateholders be
liable for the share of the Monthly Servicing Fee to be paid by the Transferor
or from amounts allocable to any other Series.

                  Section 8 Article IV of the Agreement. Any provisions of
                            ---------------------------
Article IV of the Agreement which distribute Collections to the Transferor on
the basis of the Transferor Percentage shall continue to apply irrespective of
the issuance of the Series 2002-[__] Certificates. Section 4.1 shall read in its
entirety as provided in the Agreement. Article IV of the Agreement (except for
Section 4.1) as it relates to Series 2002-[__] shall read in its entirety as
follows:

                                       34

<PAGE>

                                   ARTICLE IV
                Rights of Series 2002-[__] Certificateholders and
                    Allocation and Application of Collections

                  Section 4.2 Collections and Allocations. (a) (a) Collections
                              ---------------------------
of Finance Charge Receivables for any Collection Period shall be allocated to
Series 2002-[__] in an amount equal to the product of the amount of such
Collections and the Floating Allocation Percentage for such Collection Period.
Collections of Principal Receivables processed on any Business Day with respect
to the Revolving Period shall be allocated to Series 2002-[__] in an amount
equal to the product of the amount of such Collections and the Floating
Allocation Percentage for the Collection Period in which such Business Day
occurs. Collections of Principal Receivables processed on any Business Day with
respect to the Accumulation Period or the Early Amortization Period shall be
allocated to Series 2002-[__] in an amount equal to the product of the amount of
such Collections and the Fixed Allocation Percentage for the Collection Period
in which such Business Day occurs. For any Collection Period in which Additional
Accounts are included as Accounts pursuant to Section 2.6(a) or Section 2.6(b),
(i) Collections processed on any Business Day prior to the Additional Account
Closing Date applicable to such Additional Accounts shall be allocated to Series
2002-[__] by applying the applicable Invested Percentage the denominator of
which equals the greater of (A) the sum of (x) the Aggregate Principal
Receivables in the Trust as of the last day of the immediately preceding
Collection Period and (y) the Excess Funding Amount at the end of such last day
and (B) the sum of the numerators used to calculate the corresponding invested
percentages for all Series outstanding as of the date on which such
determination is being made and (ii) Collections processed on any Business Day
on and after the Additional Account Closing Date applicable to such Additional
Accounts shall be allocated to Series 2002-[__] by applying the applicable
Invested Percentage the denominator of which equals the greater of (A) the
amount described in clause (A) of the preceding clause (i) plus the amount of
Principal Receivables in such Additional Accounts as of such Additional Account
Cut-Off Date and (B) the amount described in clause (B) of the preceding clause
(i).

                  (b) The Servicer shall apply, or shall instruct the Trustee to
apply, all Collections, Interest Rate Cap Payments and other funds on deposit in
the Collection Account that are allocated to the Series 2002-[__] Certificates
as described in this Article IV. During the Revolving Period and the
Accumulation Period, Collections of Finance Charge Receivables allocable to
Series 2002-[__] with respect to each Collection Period need not be deposited
into the Collection Account on a daily basis after an amount equal to Monthly
Interest for the following Distribution Date plus an amount equal to the product
                                             ----
of 150% and the Pro Forma Investor Default Amount for such Distribution Date
plus, if First North American National Bank is no longer the Servicer, the
----
Investor Monthly Servicing Fee for such Distribution Date, has been deposited
into the Collection Account; provided, however, that, so long as there are any
                             --------  -------
unreimbursed Investor Charge Offs on any date, such Collections of Finance
Charge Receivables shall be deposited into the Collection Account on a daily
basis. During the Revolving Period, Collections of Principal Receivables
allocable to Series 2002-[__] with respect to each Collection Period need not be
deposited into the Collection Account on a daily basis; provided, however, that,
                                                        --------  -------
in the event that the Minimum Transferor Amount exceeds the Transferor Amount on
any date, such Collections of Principal Receivables shall be deposited into the
Excess Funding Account on a daily basis until the Transferor Amount equals the
Minimum Transferor

35

<PAGE>

Amount; and, provided further, that, in the event that the sum of the Aggregate
             ----------------
Principal Receivables and the Excess Funding Amount is less than the Aggregate
Invested Amount on any date, such Collections of Principal Receivables shall be
deposited into the Excess Funding Account on a daily basis until the sum of the
Aggregate Principal Receivables and the Excess Funding Amount is equal to the
Aggregate Invested Amount; and, provided further, that, so long as there are any
                                ----------------
unreimbursed Investor Charge Offs on any date, such Collections of Principal
Receivables shall be deposited into the Collection Account on a daily basis.
During the Accumulation Period, after an amount of Collections of Principal
Receivables allocable to Series 2002-[__] equal to the Controlled Deposit Amount
with respect to each Collection Period has been deposited into the Collection
Account, Collections of Principal Receivables allocable to Series 2002-[__] with
respect to each Collection Period need not be deposited into the Collection
Account on a daily basis; provided, however, that, in the event that the Minimum
                          -----------------
Transferor Amount exceeds the Transferor Amount on any date, such Collections of
Principal Receivables shall be deposited into the Excess Funding Account on a
daily basis until the Transferor Amount equals the Minimum Transferor Amount;
and, provided further, that, in the event that the sum of the Aggregate
     ----------------
Principal Receivables and the Excess Funding Amount is less than the Aggregate
Invested Amount on any date, such Collections of Principal Receivables shall be
deposited into the Excess Funding Account on a daily basis until the sum of the
Aggregate Principal Receivables and the Excess Funding Amount is equal to the
Aggregate Invested Amount; and, provided further, that, so long as there are any
                                ----------------
unreimbursed Investor Charge Offs on any date, such Collections of Principal
Receivables shall be deposited into the Collection Account on a daily basis.
Notwithstanding the foregoing, the Servicer need not make daily deposits of
Collections into the Collection Account at any time when the requirements of
Section 4.1(e) are satisfied.

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

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

                                       36

<PAGE>


A Additional Interest shall be payable or distributed to the Class A
Certificateholders only to the extent permitted by applicable law.

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

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

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

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


                                    37

<PAGE>


be payable or distributed to the CTO Securityholders only to the extent
permitted by applicable law.

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

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

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

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



                                      38

<PAGE>


Additional Interest shall be payable or distributed to the Class E
Certificateholders only to the extent permitted by applicable law.

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

         (b) The Class A Certificate Rate, the Class B Certificate Rate, the CTO
Interest Rate, the Class D Certificate Rate and the Class E Certificate Rate
applicable to the then current and the immediately preceding Interest Periods
may be obtained by any Series 2002-[__] Certificateholder by telephoning the
Trustee at its Corporate Trust Office at (800) 735-7777.

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

         Section 4.4 Determination of Monthly Principal. (a) The "Class A
                     ----------------------------------           -------
Monthly Principal" for each Distribution Date, beginning with the first
-----------------
Distribution Date with respect to the Accumulation Period or the Early
Amortization Period, shall be equal to the least of (x) the Available Principal
Collections for such Distribution Date, (y) for each Distribution Date with
respect to the Accumulation Period, the Controlled Deposit Amount for such
Distribution Date and (z) the Class A Invested Amount as of such Distribution
Date plus the aggregate amount of Collections of Principal Receivables
transferred to the Principal Funding Account in respect of Class A Monthly
Principal pursuant to Section 4.6(h) on or after the first day of the preceding
Collection Period; provided, however, that, if, as a result of the application
                   --------  -------
of Section 4.16(d), the Accumulation Period shall commence after the later of
the last day of the [____________] 20[__] Collection Period and the date to
which the commencement of the Accumulation Period may be postponed pursuant to
Section 4.15, Class A Monthly Principal for each Distribution Date with respect
to the Accumulation Period shall be calculated without regard to clause (y)
above.

         (b) The "Class B Monthly Principal" for each Distribution Date,
                  -------------------------
beginning with the Class B Principal Commencement Date, shall be equal to the
least of (x) the Available Principal Collections for such Distribution Date
minus the portion of such Available Principal Collections applied in respect of
-----
Class A Monthly Principal on or before such Distribution Date, (y) for each
Distribution Date with respect to the Accumulation Period, the Controlled
Deposit



                                  39

<PAGE>


Amount for such Distribution Date minus the Class A Monthly Principal for such
                                  -----
Distribution Date and (z) the Class B Invested Amount as of such Distribution
Date plus the aggregate amount of Collections of Principal Receivables
     ----
transferred to the Principal Funding Account in respect of Class B Monthly
Principal pursuant to Section 4.6(h) on or after the first day of the preceding
Collection Period; provided, however, that, if, as a result of the application
                   --------  -------
of Section 4.16(d), the Accumulation Period shall commence after the later of
the last day of the [____________] 20[__] Collection Period and the date to
which the commencement of the Accumulation Period may be postponed pursuant to
Section 4.15, Class B Monthly Principal for each Distribution Date with respect
to the Accumulation Period shall be calculated without regard to clause (y)
above.

         (c) The "CTO Monthly Principal" for each Distribution Date, beginning
                  ---------------------
with the CTO Principal Commencement Date, shall be equal to the least of (x) the
Available Principal Collections for such Distribution Date minus the portion of
such Available Principal Collections applied in respect of Class A Monthly
Principal or Class B Monthly Principal on or before such Distribution Date, (y)
for each Distribution Date with respect to the Accumulation Period, the
Controlled Deposit Amount for such Distribution Date minus the sum of the Class
                                                     -----
A Monthly Principal for such Distribution Date and the Class B Monthly Principal
for such Distribution Date and (z) the CTO Invested Amount as of such
Distribution Date plus the aggregate amount of Collections of Principal
                  ----
Receivables transferred to the Principal Funding Account in respect of CTO
Monthly Principal pursuant to Section 4.6(h) on or after the first day of the
preceding Collection Period; provided, however, that, if, as a result of the
                             --------  -------
application of Section 4.16(d), the Accumulation Period shall commence after the
later of the last day of the [____________] 20[__] Collection Period and the
date to which the commencement of the Accumulation Period may be postponed
pursuant to Section 4.15, CTO Monthly Principal for each Distribution Date with
respect to the Accumulation Period shall be calculated without regard to clause
(y) above.

         (d) The "Class D Monthly Principal" for each Distribution Date,
                  -------------------------
beginning with the Class D Principal Commencement Date, shall be equal to the
least of (x) the Available Principal Collections for such Distribution Date
minus the portion of such Available Principal Collections applied in respect of
-----
Class A Monthly Principal, Class B Monthly Principal or CTO Monthly Principal on
or before such Distribution Date, (y) for each Distribution Date with respect to
the Accumulation Period, the Controlled Deposit Amount for such Distribution
Date minus the sum of the Class A Monthly Principal for such Distribution Date,
     -----
the Class B Monthly Principal for such Distribution Date and the CTO Monthly
Principal for such Distribution Date and (z) the Class D Invested Amount as of
such Distribution Date plus the aggregate amount of Collections of Principal
                       ----
Receivables transferred to the Principal Funding Account in respect of Class D
Monthly Principal pursuant to Section 4.6(h) on or after the first day of the
preceding Collection Period; provided, however, that, if, as a result of the
                             --------  -------
application of Section 4.16(d), the Accumulation Period shall commence after the
later of the last day of the [____________] 20[__] Collection Period and the
date to which the commencement of the Accumulation Period may be postponed
pursuant to Section 4.15, Class D Monthly Principal for each Distribution Date
with respect to the Accumulation Period shall be calculated without regard to
clause (y) above.

         (e) The "Class E Monthly Principal" shall be equal to:
                  -------------------------


                                    40

<PAGE>


                  (i) for each Distribution Date before the Distribution Date on
which the Class A Certificates, the Class B Certificates, the Collateralized
Trust Obligations and the Class D Certificates are paid in full, such amount as
the Transferor may, in its sole discretion, designate as Class E Monthly
Principal for such Distribution Date; provided, however, that such amount may
not exceed the least of (A) the Class A-B Enhancement Surplus for such
Distribution Date, (B) the CTO Enhancement Surplus for such Distribution Date,
(C) the Class D Enhancement Surplus for such Distribution Date and (D) the
amount, if any, by which the Class E Invested Amount as of such Distribution
Date (before giving effect to any reduction thereof to be made on such
Distribution Date) exceeds 3.00% of the Invested Amount as of such Distribution
Date (before giving effect to any reduction thereof to be made on such
Distribution Date); and

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

         Section 4.5 Required Amount. (a) On each Determination Date, the
                     ---------------
Servicer shall determine for the following Distribution Date the amount (the
"Class A Required Amount"), if any, by which (x) the sum of (i) the Class A
 -----------------------
Monthly Interest for such following Distribution Date, (ii) any Class A Monthly
Interest previously due but not distributed to the Class A Certificateholders on
a prior Distribution Date, (iii) any Class A Additional Interest for such
following Distribution Date and any Class A Additional Interest previously due
but not distributed to the Class A Certificateholders on a prior Distribution
Date, (iv) the Class A Allocable Amount, if any, for such following Distribution
Date and (v) if First North American National Bank is no longer the Servicer,
the Class A Servicing Fee for such following Distribution Date and the amount of
any Class A Servicing Fee previously due but not distributed to the Servicer on
a prior Distribution Date exceeds (y) Class A Available Funds with respect to
the preceding Collection Period. In the event that the Class A Required Amount
for any Distribution Date is greater than zero, all or a portion of the Excess
Spread and the Shared Excess Finance Charge Collections allocable to Series
2002-[__] pursuant to Section 4.1(h) with respect to the preceding Collection
Period in an amount equal to the Class A Required Amount for such Distribution
Date shall be distributed from the Collection Account on such Distribution Date
pursuant to Section 4.8(a). In the event that the Class A Required Amount for
any Distribution Date exceeds the amount of the Excess Spread and the Shared
Excess Finance Charge Collections allocable to Series 2002-[__] with respect to
the preceding Collection Period, all or a portion of the Subordinated Principal
Collections for such Collection Period in an amount equal to such excess shall
be distributed from the Collection Account on such Distribution Date pursuant to
Section 4.9(a).

         (b) On each Determination Date, the Servicer shall determine for the
following Distribution Date the amount (the "Class B Required Amount"), if any,
                                             -----------------------
equal to the sum of (x) the amount, if any, by which the sum of (i) the Class B
Monthly Interest for such



                                    41

<PAGE>


following Distribution Date, (ii) any Class B Monthly Interest previously due
but not distributed to the Class B Certificateholders on a prior Distribution
Date, (iii) any Class B Additional Interest for such following Distribution Date
and any Class B Additional Interest previously due but not distributed to the
Class B Certificateholders on a prior Distribution Date and (iv) if First North
American National Bank is no longer the Servicer, the Class B Servicing Fee for
such following Distribution Date and the amount of any Class B Servicing Fee
previously due but not distributed to the Servicer on a prior Distribution Date
exceeds Class B Available Funds with respect to the preceding Collection Period
and (y) the Class B Allocable Amount, if any, for such following Distribution
Date. In the event that the Class B Required Amount for any Distribution Date is
greater than zero, all or a portion of the Excess Spread and the Shared Excess
Finance Charge Collections allocable to Series 2002-[__] pursuant to Section
4.1(h) with respect to the preceding Collection Period (other than Excess Spread
and Shared Excess Finance Charge Collections applied pursuant to Section 4.8(a)
or (b)) shall be distributed from the Collection Account on such Distribution
Date pursuant to Sections 4.8(c) and (d). In the event that the Class B Required
Amount for any Distribution Date exceeds the amount of the Excess Spread and the
Shared Excess Finance Charge Collections allocable to Series 2002-[__] with
respect to the preceding Collection Period and not applied pursuant to Section
4.8(a) or (b), all or a portion of the Subordinated Principal Collections for
such Collection Period (other than the portion of the Subordinated Principal
Collections applied to fund the Class A Required Amount and other than Class B
Subordinated Principal Collections) in an amount equal to such excess shall be
distributed from the Collection Account on such Distribution Date pursuant to
Section 4.9(b).

         (c) On each Determination Date, the Servicer shall determine for the
following Distribution Date the amount (the "CTO Required Amount"), if any,
                                             -------------------
equal to the sum of (x) the amount, if any, by which the sum of (i) the CTO
Monthly Interest for such following Distribution Date, (ii) any CTO Monthly
Interest previously due but not distributed to the CTO Securityholders on a
prior Distribution Date, (iii) any CTO Additional Interest for such following
Distribution Date and any CTO Additional Interest previously due but not
distributed to the CTO Securityholders on a prior Distribution Date and (iv) if
First North American National Bank is no longer the Servicer, the CTO Servicing
Fee for such following Distribution Date and the amount of any CTO Servicing Fee
previously due but not distributed to the Servicer on a prior Distribution Date
exceeds the amount available to make payments with respect thereto pursuant to
Sections 4.6(c)(i), 4.6(c)(ii) and 4.8(f) and (h) (with respect to the CTO
Servicing Fee) with respect to the preceding Collection Period and (y) the
amount, if any, by which the CTO Allocable Amount, if any, for such Distribution
Date exceeds the amount available to make payments with respect thereto pursuant
to Section 4.8(i). In the event that the CTO Required Amount for any
Distribution Date is greater than zero, all or a portion of the Available Spread
Account Amount for such Distribution Date in an amount equal to such excess
shall be applied to fund the CTO Required Amount pursuant to Section 4.12(d). In
the event that the CTO Required Amount for any Distribution Date exceeds the
Available Spread Account Amount for such Distribution Date, all or a portion of
the Subordinated Principal Collections with respect to the preceding Collection
Period (other than the portion of the Subordinated Principal Collections applied
to fund the Class A Required Amount or the Class B Required Amount and other
than Class B Subordinated Principal Collections or CTO Subordinated Principal
Collections) in an amount equal to such excess shall be distributed from the
Collection Account on such Distribution Date pursuant to Section 4.9(c).



                                     42

<PAGE>


         (d) On each Determination Date, the Servicer shall determine for the
following Distribution Date the amount (the "Class D Required Amount"), if any,
                                             -----------------------
equal to the sum of (x) the amount, if any, by which the sum of (i) the Class D
Monthly Interest for such following Distribution Date, (ii) any Class D Monthly
Interest previously due but not distributed to the Class D Certificateholders on
a prior Distribution Date, (iii) any Class D Additional Interest for such
following Distribution Date and any Class D Additional Interest previously due
but not distributed to the Class D Certificateholders on a prior Distribution
Date and (iv) if First North American National Bank is no longer the Servicer,
the Class D Servicing Fee for such following Distribution Date and the amount of
any Class D Servicing Fee previously due but not distributed to the Servicer on
a prior Distribution Date exceeds the amount available to make payments with
respect thereto pursuant to Sections 4.6(d)(i) and 4.8(g) and (h) (with respect
to the Class D Servicing Fee) with respect to the preceding Collection Period
and (y) the amount, if any, by which the Class D Allocable Amount, if any, for
such Distribution Date exceeds the amount available to make payments with
respect thereto pursuant to Section 4.8(k). In the event that the Class D
Required Amount for any Distribution Date is greater than zero, all or a portion
of the Available Spread Account Amount for such Distribution Date (other than
the portion of the Available Spread Account Amount applied to fund the CTO
Required Amount) in an amount equal to such excess shall be applied to fund the
Class D Required Amount pursuant to Section 4.12(d). In the event that the Class
D Required Amount for any Distribution Date exceeds the Available Spread Account
Amount for such Distribution Date, all or a portion of the Subordinated
Principal Collections with respect to the preceding Collection Period (other
than the portion of the Subordinated Principal Collections applied to fund the
Class A Required Amount, the Class B Required Amount or the CTO Required Amount
and other than Class B Subordinated Principal Collections, CTO Subordinated
Principal Collections or Class D Subordinated Principal Collections) in an
amount equal to such excess shall be distributed from the Collection Account on
such Distribution Date pursuant to Section 4.9(d).

         Section 4.6 Application of Class A Available Funds, Class B Available
                     ---------------------------------------------------------
Funds, CTO Available Funds, Class D Available Funds, Class E Available Funds and
--------------------------------------------------------------------------------
Collections of Principal Receivables. The Servicer shall apply or shall instruct
------------------------------------
the Trustee to apply, on each Distribution Date, Class A Available Funds, Class
B Available Funds, CTO Available Funds, Class D Available Funds, Class E
Available Funds and Collections of Principal Receivables allocable to Series
2002-[__] on deposit in the Collection Account with respect to the Collection
Period immediately preceding such Distribution Date to make the following
distributions:

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

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

                                       43

<PAGE>

                  (ii) if First North American National Bank is no longer the
Servicer, an amount equal to the Class A Servicing Fee for such Distribution
Date, plus the amount of any Class A Servicing Fee previously due but not
distributed to the Servicer on a prior Distribution Date, shall be distributed
to the Servicer;

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

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

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

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

                  (ii) if First North American National Bank is no longer the
Servicer, an amount equal to the Class B Servicing Fee for such Distribution
Date, plus the amount of any Class B Servicing Fee previously due but not
distributed to the Servicer on a prior Distribution Date, shall be distributed
to the Servicer; and

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

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

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

                  (ii) if First North American National Bank is no longer the
Servicer, an amount equal to the CTO Servicing Fee for such Distribution Date,
plus the amount of any CTO Servicing Fee previously due but not distributed to
the Servicer on a prior Distribution Date, shall be distributed to the Servicer;
and



                                   44

<PAGE>

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

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

                  (i) if First North American National Bank is no longer the
Servicer, an amount equal to the Class D Servicing Fee for such Distribution
Date, plus the amount of any Class D Servicing Fee previously due but not
distributed to the Servicer on a prior Distribution Date, shall be distributed
to the Servicer; and

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

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

                  (i) if First North American National Bank is no longer the
Servicer, an amount equal to the Class E Servicing Fee for such Distribution
Date, plus the amount of any Class E Servicing Fee previously due but not
distributed to the Servicer on a prior Distribution Date, shall be distributed
to the Servicer; and

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

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

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

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



                                  45

<PAGE>

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

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

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

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

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

         (h) On any Business Day during the Accumulation Period, the Servicer
may, in its sole discretion, direct the Trustee to transfer (and the Trustee, at
the written direction of the Servicer, shall transfer) the Collections of
Principal Receivables allocated to Series 2002-[__] and on deposit in the
Collection Account on such Business Day to the Principal Funding Account;
provided, however, that the aggregate amount transferred from the Collection
--------  -------
Account to the Principal Funding Account for any Collection Period pursuant to
this Section 4.6(h) shall not exceed the Controlled Deposit Amount for the
following Distribution Date; and, provided further, that if, on any
                                  -------- -------
Determination Date, the Servicer determines that the amount transferred from the
Collection Account to the Principal Funding Account for any Collection Period
pursuant to this Section 4.6(h) exceeded the sum of the Class A Monthly
Principal, Class B Monthly Principal, CTO Monthly Principal and Class D Monthly
Principal for the following



                                     46

<PAGE>

Distribution Date, the Trustee shall, at the written direction of the Servicer,
transfer an amount equal to such excess from the Principal Funding Account to
the Collection Account. The aggregate amount transferred from the Collection
Account to the Principal Funding Account for any Collection Period pursuant to
this Section 4.6(h) (i) shall be deemed to be in respect of Class A Monthly
Principal until the aggregate amount on deposit in the Principal Funding Account
equals the outstanding principal balance of the Class A Certificates, (ii) after
the aggregate amount on deposit in the Principal Funding Account equals the
outstanding principal balance of the Class A Certificates, shall be deemed to be
in respect of Class B Monthly Principal until the aggregate amount on deposit in
the Principal Funding Account equals the outstanding principal balance of the
Class A Certificates and the Class B Certificates, (iii) after the aggregate
amount on deposit in the Principal Funding Account equals the outstanding
principal balance of the Class A Certificates and the Class B Certificates,
shall be deemed to be in respect of CTO Monthly Principal until the aggregate
amount on deposit in the Principal Funding Account equals the outstanding
principal balance of the Class A Certificates, the Class B Certificates and the
Collateralized Trust Obligations and (iv) after the aggregate amount on deposit
in the Principal Funding Account equals the outstanding principal balance of the
Class A Certificates, the Class B Certificates and the Collateralized Trust
Obligations, shall be deemed to be in respect of Class D Monthly Principal until
the aggregate amount on deposit in the Principal Funding Account equals the
outstanding principal balance of the Class A Certificates, the Class B
Certificates, the Collateralized Trust Obligations and the Class D Certificates.

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

                                       47

<PAGE>

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

                  (b) On each Determination Date, the Servicer shall calculate
the Class B Required Amount, if any, for the following Distribution Date. If, on
any Distribution Date, the Class B Required Amount for such Distribution Date
exceeds the sum of (x) the amount of Excess Spread and Shared Excess Finance
Charge Collections available to fund the Class B Required Amount for such
Distribution Date pursuant to Section 4.8(c) and (d) and (y) the


                                       48

<PAGE>


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

                                       49

<PAGE>

duplication, the aggregate amount of the reductions of the Series Adjustment
Amount allocated to the Class B Invested Amount pursuant to Section 4.7(g).

                  (c) On each Determination Date, the Servicer shall calculate
the CTO Allocable Amount, if any, for the following Distribution Date. If, on
any Distribution Date, the CTO Allocable Amount for such Distribution Date
exceeds the sum of (x) the amount of Excess Spread and Shared Excess Finance
Charge Collections available to fund the CTO Allocable Amount for such
Distribution Date pursuant to Section 4.8(i), (y) the Available Spread Account
Amount available to fund the CTO Allocable Amount for such Distribution Date
pursuant to Section 4.12(d) and (z) the amount of Subordinated Principal
Collections available to fund the CTO Allocable Amount for such Distribution
Date pursuant to Section 4.9(c), then the Class E Invested Amount (after giving
effect to any reduction thereof pursuant to Section 4.7(a), (b) or (e) and any
reduction thereof resulting from the application of Reallocated Principal
Collections pursuant to Section 4.9) shall be reduced by the amount of such
excess. In the event that such reduction would cause the Class E Invested Amount
to be a negative number, the Class E Invested Amount shall be reduced to zero
and the Class D Invested Amount (after giving effect to any reduction thereof
pursuant to Section 4.7(a), (b) or (d) and any reduction thereof resulting from
the application of Reallocated Principal Collections pursuant to Section 4.9)
shall be reduced by the amount by which the Class E Invested Amount would have
been reduced below zero, but not by more than the excess, if any, of the CTO
Allocable Amount for such Distribution Date over the sum of the amount of such
reduction, if any, of the Class E Invested Amount as of such Distribution Date,
the amount of Excess Spread and Shared Excess Finance Charge Collections used to
fund the CTO Allocable Amount for such Distribution Date and the amount of
Subordinated Principal Collections used to fund the CTO Allocable Amount for
such Distribution Date. In the event that such reduction would cause the Class D
Invested Amount to be a negative number, the Class D Invested Amount shall be
reduced to zero and the CTO Invested Amount shall be reduced by the amount by
which the Class D Invested Amount would have been reduced below zero, but not by
more than the excess, if any, of the CTO Allocable Amount for such Distribution
Date over the sum of the aggregate amount of the reductions, if any, of the
Class E Invested Amount and the Class D Invested Amount as of such Distribution
Date, the amount of Excess Spread and Shared Excess Finance Charge Collections
used to fund the CTO Allocable Amount for such Distribution Date and the amount
of Subordinated Principal Collections used to fund the CTO Allocable Amount for
such Distribution Date (a "CTO Investor Charge Off"); provided, however, that
                           -----------------------    --------  -------
the CTO Invested Amount shall not be reduced below zero. CTO Investor Charge
Offs shall thereafter be reimbursed and the CTO Invested Amount increased (but
not by an amount in excess of the aggregate unreimbursed CTO Investor Charge
Offs) on any Distribution Date by the amount of Excess Spread and Shared Excess
Finance Charge Collections allocated and available for that purpose pursuant to
Section 4.8(j) and, without duplication, the aggregate amount of the reductions
of the Series Adjustment Amount allocated to the CTO Invested Amount pursuant to
Section 4.7(g).

                  (d) On each Determination Date, the Servicer shall calculate
the Class D Allocable Amount, if any, for the following Distribution Date. If,
on any Distribution Date, the Class D Allocable Amount for such Distribution
Date exceeds the sum of (x) the amount of Excess Spread and Shared Excess
Finance Charge Collections available to fund the Class D Allocable Amount for
such Distribution Date pursuant to Section 4.8(k), (y) the Available


                                       50

<PAGE>

Spread Account Amount available to fund the Class D Allocable Amount for such
Distribution Date pursuant to Section 4.12(d) and (z) the amount of Subordinated
Principal Collections available to fund the Class D Allocable Amount for such
Distribution Date pursuant to Section 4.9(d), then the Class E Invested Amount
(after giving effect to any reduction thereof pursuant to Section 4.7(a), (b),
(c) or (e) and any reduction thereof resulting from the application of
Reallocated Principal Collections pursuant to Section 4.9) shall be reduced by
the amount of such excess. In the event that such reduction would cause the
Class E Invested Amount to be a negative number, the Class E Invested Amount
shall be reduced to zero and the Class D Invested Amount shall be reduced by the
amount by which the Class E Invested Amount would have been reduced below zero,
but not by more than the excess, if any, of the Class D Allocable Amount for
such Distribution Date over the sum of the amount of such reduction, if any, of
the Class E Invested Amount as of such Distribution Date, the amount of Excess
Spread and Shared Excess Finance Charge Collections used to fund the Class D
Allocable Amount for such Distribution Date and the amount of Subordinated
Principal Collections used to fund the Class D Allocable Amount for such
Distribution Date (a "Class D Investor Charge Off"); provided, however, that the
                      ---------------------------    -------- --------
Class D Invested Amount shall not be reduced below zero. Class D Investor Charge
Offs shall thereafter be reimbursed and the Class D Invested Amount increased
(but not by an amount in excess of the aggregate unreimbursed Class D Investor
Charge Offs) on any Distribution Date by the amount of Excess Spread and Shared
Excess Finance Charge Collections allocated and available for that purpose
pursuant to Section 4.8(l) and, without duplication, the aggregate amount of the
reductions of the Series Adjustment Amount allocated to the Class D Invested
Amount pursuant to Section 4.7(g).

                  (e) On each Determination Date, the Servicer shall calculate
the Class E Allocable Amount, if any, for the following Distribution Date. If,
on any Distribution Date, the Class E Allocable Amount for such Distribution
Date exceeds the amount of Excess Spread and Shared Excess Finance Charge
Collections available to fund the Class E Allocable Amount for such Distribution
Date pursuant to Section 4.8(p), then the Class E Invested Amount shall be
reduced by the amount of such excess (a "Class E Investor Charge Off");
                                         ---------------------------
provided, however, that the Class E Invested Amount shall not be reduced below
--------  -------
zero. Class E Investor Charge Offs shall thereafter be reimbursed and the Class
E Invested Amount increased (but not by an amount in excess of the aggregate
unreimbursed Class E Investor Charge Offs) on any Distribution Date by the
amount of Excess Spread and Shared Excess Finance Charge Collections allocated
and available for that purpose pursuant to Section 4.8(q) and, without
duplication, the aggregate amount of the reductions of the Series Adjustment
Amount allocated to the Class E Invested Amount pursuant to Section 4.7(g).

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

                                       51

<PAGE>


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

                  (g) Any reduction of the Series Adjustment Amount for Series
2002-[__] as a result of the deposit of funds into the Excess Funding Account,
the repurchase or other repayment of Investor Certificates or the increase of
Principal Receivables in the Trust shall be allocated first to the Class A
Certificates, then to the Class B Certificates, then to the Collateralized Trust
Obligations, then to the Class D Certificates and finally to the Class E
Certificates, in each case to the extent of any unreimbursed reduction of the
Invested Amount thereof attributable to Series Adjustment Amounts.

                  Section 4.8 Excess Spread; Shared Excess Finance Charge
                              -------------------------------------------
Collections. The Servicer shall apply, or shall instruct the Trustee to apply,
-----------
on each Distribution Date, Excess Spread and Shared Excess Finance Charge
Collections allocable to Series 2002-[__] pursuant to Section 4.1(h) with
respect to the preceding Collection Period, to make the following distributions
in the following priority:



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

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

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

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

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

                  (f) an amount equal to the CTO Monthly Interest for such
Distribution Date, plus the amount of CTO Monthly Interest previously due but
                   ----
not distributed to the CTO

                                       52

<PAGE>

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

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

                  (h) if First North American National Bank is the Servicer, an
amount equal to the Class A Servicing Fee, the Class B Servicing Fee, the CTO
Servicing Fee and the Class D Servicing Fee for such Distribution Date plus the
                                                                       ----
amount of any Class A Servicing Fee, Class B Servicing Fee, CTO Servicing Fee or
Class D Servicing Fee previously due but not distributed to the Servicer on a
prior Distribution Date (or, if First North American National Bank is no longer
the Servicer, the portion of the CTO Servicing Fee for such Distribution Date
not paid pursuant to Section 4.6(c)(ii) plus the portion of any CTO Servicing
                                        ----
Fee previously due but not distributed to the Servicer on a prior Distribution
Date plus the portion of the Class D Servicing Fee for such Distribution Date
     ----
not paid pursuant to Section 4.6(d)(i) plus the portion of any Class D Servicing
                                       ----
Fee previously due but not distributed to the Servicer on a prior Distribution
Date) shall be distributed to the Servicer;

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

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

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

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

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

                                       53

<PAGE>


                  (n) [RESERVED];

                  (o) if First North American National Bank is the Servicer, an
amount equal to the Class E Servicing Fee for such Distribution Date (or, if
First North American National Bank is no longer the Servicer, the portion of the
Class E Servicing Fee for such Distribution Date not paid pursuant to Section
4.6(e)(i)), plus the amount of any Class E Servicing Fee previously due but not
            ----
distributed to the Servicer on a prior Distribution Date, shall be distributed
to the Servicer;

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

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

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

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

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

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


                                       54

<PAGE>


                  (a) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, for such Distribution Date over (ii) the amount of
Excess Spread and Shared Excess Finance Charge Collections allocable to Series
2002-[__] with respect to the preceding Collection Period shall be distributed
by the Trustee to fund any deficiency pursuant to Sections 4.6(a)(i), 4.6(a)(ii)
and 4.6(a)(iii), in that order of priority;

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

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

                  (d) an amount equal to the excess, if any, of (i) the Class D
Required Amount, if any, for such Distribution Date over (ii) the amount
withdrawn from the Spread Account in respect of the Class D Required Amount for
such Distribution Date shall be distributed by the Trustee to fund any
deficiency pursuant to Sections 4.6(d)(i), 4.8(g) and 4.8(k), in that order of
priority.

                  Section 4.10 Principal Shortfall. The "Principal Shortfall"
                               --------------------      -------------------
for Series 2002-[__] shall be equal to (a) for any Distribution Date with
respect to the Revolving Period, zero, (b) for any Distribution Date with
respect to the Accumulation Period (on or prior to the Expected Final
Distribution Date), the excess, if any, of the sum of the Controlled Deposit
Amount for such Distribution Date and the Class E Monthly Principal, if any, for
such Distribution Date over the amount of Available Principal Collections for
such Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections), (c) for any Distribution Date with respect to the Early
Amortization Period, the excess, if any, of the Invested Amount as of the end of
the preceding Collection Period over the amount of Available
Principal Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections) and (d) for the first Distribution
Date on which the Class A Certificates, the Class B Certificates, the
Collateralized Trust Obligations and the Class D Certificates have been paid in
full and for each Distribution Date thereafter, the excess, if any, of the Class
E Invested Amount as of such Distribution Date (before giving effect to any
reduction thereof to be made on such Distribution Date) over the amount of
Available Principal Collections for such Distribution Date (excluding any
portion thereof previously applied in respect of Class A Monthly Principal,
Class B Monthly Principal, CTO Monthly Principal or Class D Monthly Principal)
and any portion thereof attributable to Shared Principal Collections), or such
lesser amount as may be designated by the Servicer.

                  On each Distribution Date during the Accumulation Period or
the Early Amortization Period, the Trustee, at the written direction of the
Servicer, shall withdraw from the


                                       55

<PAGE>

Excess Funding Account and deposit into the Collection Account an amount equal
to the product of (i) the amount on deposit in the Excess Funding Account, if
any, on such Distribution Date and (ii) the percentage equivalent of a fraction,
the numerator of which is the Principal Shortfall with respect to Series
2002-[__] for such Distribution Date and the denominator of which is the
aggregate Principal Shortfalls of all Series then outstanding for such
Distribution Date. The amount withdrawn from the Excess Funding Account shall be
included in Available Principal Collections for such Distribution Date.

                  Section 4.11 Finance Charge Shortfall. The "Finance Charge
                               ------------------------       --------------
Shortfall" for Series 2002-[__] for any Distribution Date shall be equal to the
---------
excess, if any, of (a) the amount required to be paid, without duplication,
pursuant to Sections 4.6(a), 4.6(b), 4.6(c), 4.6(d) and 4.6(e) and Section 4.8
(a)-(r) on such Distribution Date over (b) the sum of the Class A Available
Funds, the Class B Available Funds, the CTO Available Funds, the Class D
Available Funds and the Class E Available Funds, in each case for the preceding
Collection Period.

                  Section 4.12 Spread Account. (a) The Servicer shall establish
                               --------------
and maintain, in the name of the Trustee, for the benefit of the CTO
Securityholders and the Class D Certificateholders, with an Eligible Institution
a segregated trust account (the "Spread Account"), bearing a designation clearly
                                 --------------
indicating that the funds deposited therein are held for the benefit of the CTO
Securityholders and the Class D Certificateholders. The Spread Account shall
initially be established with the Trustee. The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Spread
Account and in all proceeds thereof. The Spread Account shall be under the sole
dominion and control of the Trustee for the benefit of the CTO Securityholders
and the Class D Certificateholders. If, at any time, the institution holding the
Spread Account ceases to be an Eligible Institution, the Trustee (or the
Servicer on its behalf) shall within five Business Days establish a new Spread
Account meeting the conditions specified above with an Eligible Institution and
shall transfer any cash and/or any investments to such new Spread Account. The
Trustee, at the written direction of the Servicer, shall make deposits to and
withdrawals from the Spread Account in the amounts and at the times set forth in
this Agreement. The CTO Securityholders and the Class D Certificateholders shall
not be entitled to reimbursement from the Trust Property for any withdrawals
from the Spread Account except as specifically provided in this Agreement.

                  (b) Funds on deposit in the Spread Account shall be invested
by the Trustee, at the written direction of the Servicer, in Eligible
Investments that will mature so that such funds will be available for withdrawal
on or prior to the following Distribution Date. The Trustee shall maintain, for
the benefit of the CTO Securityholders and the Class D Certificateholders,
possession of the negotiable instruments or securities, if any, evidencing such
Eligible Investments. No Eligible Investment shall be disposed of prior to its
maturity; provided, however, that the Trustee may sell, liquidate or dispose of
          --------  -------
an Eligible Investment before its maturity, if so directed by the Servicer in
writing, the Servicer having reasonably determined that the interests of the CTO
Securityholders and the Class D Certificateholders may be adversely affected if
such Eligible Investment is held to its maturity. On each Distribution Date, all
interest and other investment earnings (net of losses and investment expenses)
on funds on deposit in the Spread Account shall be included in Excess Spread for
such Distribution Date and applied in accordance with Section 4.8.

                                       56

<PAGE>


                  (c) On each Determination Date, the Servicer shall calculate
the sum of (i) the CTO Required Amount for the following Distribution Date, (ii)
the aggregate amount by which the CTO Invested Amount would be reduced on such
Distribution Date (but for the application of this Section 4.12(c)) as a result
of the allocation of CTO Subordinated Principal Collections pursuant to Section
4.9(a) or (b) or the reduction of the CTO Invested Amount pursuant to Section
4.7(a) or (b) and (iii) the aggregate amount by which the CTO Invested Amount
has been reduced on all prior Distribution Dates pursuant to clauses (d), (e)
and (f) of the definition of "CTO Invested Amount" (but only to the extent that
such reductions have not been previously reimbursed), (iv) the Class D Required
Amount for the following Distribution Date, (v) the aggregate amount by which
the Class D Invested Amount would be reduced on such Distribution Date (but for
the application of this Section 4.12(c)) as a result of the allocation of Class
D Subordinated Principal Collections pursuant to Section 4.9(a), (b) or (c) or
the reduction of the Class D Invested Amount pursuant to Section 4.7(a), (b) or
(c) and (iii) the aggregate amount by which the Class D Invested Amount has been
reduced on all prior Distribution Dates pursuant to clauses (d), (e) and (f) of
the definition of "Class D Invested Amount" (but only to the extent that such
reductions have not been previously reimbursed) (the "Spread Account Draw
                                                      -------------------
Amount").
------

                  (d) On each Distribution Date on which the Spread Account Draw
Amount is greater than zero, the Trustee, at the written direction of the
Servicer, shall withdraw from the Spread Account an amount equal to the lesser
of such Spread Account Draw Amount and the Available Spread Account Amount. The
Trustee, at the written direction of the Servicer, shall apply the amount
withdrawn from the Spread Account on any Distribution Date to fund any
deficiency pursuant to Sections 4.6(c)(i), 4.6(c)(ii), 4.8(f), 4.8(i), 4.8(j),
4.6(d)(i), 4.8(g), 4.8(k) and 4.8(l), in that order of priority.

(e) On each Distribution Date on which the Spread Account Surplus, after giving
effect to all deposits to and withdrawals from the Spread Account with respect
to such Distribution Date, is greater than zero, the Trustee, at the written
direction of the Servicer, shall withdraw from the Spread Account and pay to the
Holder of the Exchangeable Transferor Certificate an amount equal to such Spread
Account Surplus.
                  (f) Upon the earlier to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement and (ii) the day on which the
Collateralized Trust Obligations and the Class D Certificates shall have been
paid in full, the Trustee, at the written direction of the Servicer, after the
prior payment of all amounts owing to the CTO Securityholders and all amounts
owing to the Class D Certificateholders which are payable from the Spread
Account as provided herein, shall withdraw from the Spread Account and pay to
the Holder of the Exchangeable Transferor Certificate all amounts, if any, on
deposit in the Spread Account, and the Spread Account shall be deemed to have
terminated for all purposes of the Agreement.

                  Section 4.13 Principal Funding Account.(a) The Servicer shall
                               -------------------------
establish and maintain, in the name of the Trustee, for the benefit of the
Series 2002-[__] Certificateholders, with an Eligible Institution a segregated
trust account (the "Principal Funding Account"), bearing a designation clearly
                    -------------------------
indicating that the funds deposited therein are held for the benefit of the
Series 2002-[__] Certificateholders. The Principal Funding Account shall
initially be established with the Trustee. The Trustee shall possess all right,
title and interest in all funds on deposit

                                       57

<PAGE>

from time to time in the Principal Funding Account and in all proceeds thereof.
The Principal Funding Account shall be under the sole dominion and control of
the Trustee for the benefit of the Series 2002-[__] Certificateholders. If, at
any time, the institution holding the Principal Funding Account ceases to be an
Eligible Institution, the Trustee (or the Servicer on its behalf) shall within
five Business Days establish a new Principal Funding Account meeting the
conditions specified above with an Eligible Institution and shall transfer any
cash and/or any investments to such new Principal Funding Account. Pursuant to
the authority granted to the Servicer in Section 3.1(b), the Servicer shall have
the power, revocable by the Trustee, to make withdrawals and payments or to
instruct the Trustee to make withdrawals and payments from the Principal Funding
Account for the purposes of carrying out the Servicer's or the Trustee's duties
hereunder.

                  (b) Funds on deposit in the Principal Funding Account shall be
invested by the Trustee, at the written direction of the Servicer, in Eligible
Investments that will mature so that such funds will be available for withdrawal
on or prior to the following Distribution Date. The Trustee shall maintain, for
the benefit of the Series 2002-[__] Certificateholders, possession of the
negotiable instruments or securities, if any, evidencing such Eligible
Investments. No Eligible Investment shall be disposed of prior to its maturity;
provided, however, that the Trustee may sell, liquidate or dispose of an
--------  -------
Eligible Investment before its maturity, if so directed by the Servicer in
writing, the Servicer having reasonably determined that the interest of the
Series 2002-[__] Certificateholders may be adversely affected if such Eligible
Investment is held to its maturity. On each Distribution Date, all interest and
other investment earnings (net of losses and investment expenses) on funds on
deposit in the Principal Funding Account ("Principal Funding Investment
                                           ----------------------------
Proceeds") shall be applied as set forth in Section 4.13(c).
--------

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

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

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

                                       58

<PAGE>

                  be included in Class B Available Funds with respect to such
                  preceding Collection Period and applied pursuant to Section
                  4.6(b);

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

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


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

                  Section 4.14 Reserve Account. (a) The Servicer shall establish
                               ---------------
and maintain, in the name of the Trustee, for the benefit of the Series
2002-[__] Certificateholders, with an Eligible Institution a segregated trust
account (the "Reserve Account"), bearing a designation clearly indicating that
              ---------------
the funds deposited therein are held for the benefit of the Series 2002-[__]
Certificateholders. The Reserve Account shall initially be established with the
Trustee. The Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Reserve Account and in all proceeds thereof.
The Reserve Account shall be under the sole dominion and control of the Trustee
for the benefit of the Series 2002-[__] Certificateholders. If, at any time, the
institution holding the Reserve Account ceases to be an Eligible Institution,
the Trustee (or the Servicer on its behalf) shall within five Business Days
establish a new Reserve Account meeting the conditions specified above with an
Eligible Institution and shall transfer any cash and/or any investments to such
new Reserve Account. The Trustee, at the written direction of the Servicer,
shall (i) make withdrawals from the Reserve Account from time to time in an
amount up to the Available Reserve Account Amount at such time, for the purposes
set forth in this Agreement, and (ii) on each Distribution Date (from and after
the Reserve Account Funding Date) prior to the termination of the Reserve
Account, make a deposit into the Reserve Account in the amount specified in, and
otherwise in accordance with, Section 4.8(r).

                  (b) Funds on deposit in the Reserve Account shall be invested
by the Trustee, at the written direction of the Servicer, in Eligible
Investments that will mature so that such funds will be available for withdrawal
on or prior to the following Distribution Date. The Trustee shall maintain, for
the benefit of the Series 2002-[__] Certificateholders, possession of

                                       59

<PAGE>

the negotiable instruments or securities, if any, evidencing such Eligible
Investments. No Eligible Investment shall be disposed of prior to its maturity;
provided, however, that the Trustee may sell, liquidate or dispose of an
Eligible Investment before its maturity, if so directed by the Servicer in
writing, the Servicer having reasonably determined that the interest of the
Series 2002-[__] Certificateholders may be adversely affected if such Eligible
Investment is held to its maturity. On each Distribution Date, all interest and
other investment earnings (net of losses and investment expenses) on funds on
deposit in the Reserve Account shall be retained in the Reserve Account to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Amount and the balance, if any, shall be applied in accordance with
Section 4.14(e). For purposes of determining the availability of funds or the
balance in the Reserve Account for any reason under this Agreement, except as
otherwise provided in the preceding sentence, interest and other investment
earnings on such funds shall be deemed not to be available or on deposit.

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

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

                        (i) an amount equal to the product of (x) the amount
         withdrawn and (y) the percentage equivalent of a fraction, the
         numerator of which is the amount calculated pursuant to clause (a) of
         the definition of "Covered Amount" for such Distribution Date and the
         denominator of which is the Covered Amount for such Distribution Date,
         shall be included in Class A Available Funds with respect to the
         preceding Collection Period and applied pursuant to Section 4.6(a);

                        (ii) an amount equal to the product of (x) the amount
         withdrawn and (y) the percentage equivalent of a fraction, the
         numerator of which is the amount calculated pursuant to clause (b) of
         the definition of "Covered Amount" for such Distribution Date and the
         denominator of which is the Covered Amount for such Distribution Date,
         shall be included in Class B Available Funds with respect to the
         preceding Collection Period and applied pursuant to Section 4.6(b);

                        (iii) an amount equal to the product of (x) the amount
         withdrawn and (y) the percentage equivalent of a fraction, the
         numerator of which is the amount calculated pursuant to clause (c) of
         the definition of "Covered Amount" for such Distribution Date and the
         denominator of which is the Covered Amount for such Distribution Date,
         shall be


                                       60

<PAGE>


                  included in CTO Available Funds with respect to the preceding
                  Collection Period and applied pursuant to Section 4.6(c); and

                                    (iv) an amount equal to the product of (x)
                  the amount withdrawn and (y) the percentage equivalent of a
                  fraction, the numerator of which is the amount calculated
                  pursuant to clause (d) of the definition of "Covered Amount"
                  for such Distribution Date and the denominator of which is the
                  Covered Amount for such Distribution Date, shall be included
                  in Class D Available Funds with respect to the preceding
                  Collection Period and applied pursuant to Section 4.6(d).


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

                  (f) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) the day on which the Class
A Certificates, the Class B Certificates, the Collateralized Trust Obligations
and the Class D Certificates shall have been paid in full, (iii) if the
Accumulation Period has not commenced, the occurrence of an Early Amortization
Event with respect to Series 2002-[__] and (iv) if the Accumulation Period has
commenced, the earlier of the first Special Distribution Date and the Expected
Final Distribution Date, the Trustee, at the written direction of the Servicer,
after the prior payment of all amounts owing to the Series 2002-[__]
Certificateholders which are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay to the Holder of the
Exchangeable Transferor Certificate all amounts, if any, on deposit in the
Reserve Account, and the Reserve Account shall be deemed to have terminated for
all purposes of the Agreement.

                  Section 4.15 Postponement of Accumulation Period. The
                               -----------------------------------
Accumulation Period is scheduled to commence at the end of the day on the last
day of the [____________] 20[__] Collection Period; provided, however, that, if
                                                    --------  -------
the Accumulation Period Length (determined as described below) shall be less
than 12 months, the date on which the Accumulation Period actually commences
may, at the option of the Transferor, be delayed to the first day of any month
that is a number of whole months prior to the Expected Final Distribution Date
at least equal to the Accumulation Period Length and, as a result, the number of
Collection Periods in the Accumulation Period shall at least equal the
Accumulation Period Length. On each Determination Date until the Accumulation
Period begins, the Servicer shall determine the "Accumulation Period Length,"
                                                 --------------------------
which shall equal the number of whole months such that the sum of the
Accumulation Period Factors for each month during such period will be equal to
or greater than the Required Accumulation Factor Number; provided, however, that
                                                         --------  -------
the Accumulation Period Length shall not be determined to be less than one
month.

                                       61

<PAGE>

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

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

                  (b) The Transferor shall cause the provider of each Qualified
Maturity Agreement to deposit into the Principal Funding Account on or before
the Expected Final Distribution Date an amount equal to the aggregate
outstanding principal balance of the Class A Certificates, the Class B
Certificates, the Collateralized Trust Obligations and the Class D Certificates
on such Distribution Date; provided, however, that the Transferor may instead
                           --------  --------
elect to fund all or a portion of such deposit with the proceeds of the issuance
of a new Series or with the Available Principal Collections for such
Distribution Date. The amount deposited shall be applied on the Expected Final
Distribution Date pursuant to Section 4.6(g) as if the commencement of the
Accumulation Period had not been suspended.

                  (c) Each Qualified Maturity Agreement shall terminate at the
close of business on the Expected Final Distribution Date; provided, however,
                                                           --------  -------
that the Transferor may terminate a Qualified Maturity Agreement prior to such
Distribution Date if (i) it obtains a substitute Qualified Maturity Agreement,
(ii) the provider of the Qualified Maturity Agreement ceases to qualify as a
Qualified Institution and the Transferor is unable to obtain a substitute
Qualified Maturity Agreement or (iii) an Early Amortization Event occurs. In
addition, the Transferor may terminate a Qualified Maturity Agreement prior to
the later of the last day of the [____________], 20[__] Collection Period and
the date to which the commencement of the


                                       62

<PAGE>



Accumulation Period may be postponed pursuant to Section 4.15 (as determined on
the Determination Date preceding the date of such termination), in which case
the commencement of the Accumulation Period shall be determined as if the
Transferor had not elected to suspend such commencement. In the event that the
provider of a Qualified Maturity Agreement ceases to qualify as a Qualified
Institution, the Transferor shall use its best efforts to obtain a substitute
Qualified Maturity Agreement. The Transferor shall notify the Rating Agencies in
writing if it intends to terminate a Qualified Maturity Agreement prior to the
Expected Final Distribution Date.

                  (d) If a Qualified Maturity Agreement is terminated prior to
the earlier of the Expected Final Distribution Date and the commencement of the
Early Amortization Period and the Transferor does not obtain a substitute
Qualified Maturity Agreement, the Accumulation Period shall commence on the
latest of (i) the last day of the [____________] 20[__] Collection Period, (ii)
at the election of the Transferor, the date to which the commencement of the
Accumulation Period may be postponed pursuant to Section 4.15 (as determined on
the date of such termination) and (iii) the first day of the Collection Period
following the date of such termination.

                  Section 9 Article V of the Agreement. Article V of the
                            --------------------------
Agreement as it relates to Series 2002-[__] shall read in its entirety as
follows:

                                    ARTICLE V

                 DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS

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

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

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

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

                                       63

<PAGE>


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

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

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

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

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

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

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

                  (l) Except as provided in Section 12.2 with respect to a final
distribution, distributions to Series 2002-[__] Certificateholders hereunder
shall be made by check mailed to

                                       64

<PAGE>

each such Certificateholder at such Certificateholder's address appearing in the
Certificate Register without presentation or surrender of any such Series
2002-[__] Certificate or the making of any notation thereon; provided, however,
                                                             --------  -------
that, with respect to any such Series 2002-[__] Certificates registered in the
name of a Clearing Agency, such distributions shall be made to such Clearing
Agency in immediately available funds; and, provided further, that, with respect
                                            ----------------
to the Class E Certificates, such distributions shall be made to the Class E
Certificateholder in immediately available funds if the Class E
Certificateholder shall have delivered written instructions to the Trustee with
respect to such distributions.

                  Section 5.2 Statements to Series 2002-[__] Certificateholders.
                              -------------------------------------------------
On each Distribution Date, the Paying Agent, on behalf of the Trustee, shall
forward to each Series 2002-[__] Certificateholder of record as of the preceding
Record Date a statement substantially in the form of Exhibit G prepared by the
                                                     ----------
Servicer setting forth certain information relating to the Trust and the Series
2002-[__] Certificates.

                  On or before January 31 of each calendar year, beginning with
2003, the Paying Agent, on behalf of the Trustee, shall furnish or cause to be
furnished to each Person who at any time during the preceding calendar year was
a Series 2002-[__] Certificateholder a statement prepared by the Servicer
containing the information which is required to be contained in the monthly
statement referred to in the preceding paragraph, aggregated for such calendar
year or the applicable portion thereof during which such Person was a Series
2002-[__] Certificateholder, together with such other information as is required
to be provided by an issuer of indebtedness under the Code and such other
customary information as is necessary to enable the Series 2002-[__]
Certificateholders to prepare their tax returns. Such obligation of the Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall have been provided by the Paying Agent pursuant to
any requirements of the Code as from time to time in effect.

                               [END OF ARTICLE V]

                  Section 10 Early Amortization Events. If any one of the events
                             --------------------------
specified in Section 9.1 or any one of the following events shall occur during
either the Revolving Period or the Accumulation Period with respect to the
Series 2002-[__] Certificates:

                  (a) failure on the part of the Transferor (x) to make any
payment or deposit required by the terms of the Agreement or this Series
Supplement on or before the date occurring five Business Days after the date
such payment or deposit is required to be made; or (y) duly to observe or
perform in any material respect any other covenants or agreements of the
Transferor set forth in the Agreement or this Series Supplement that continues
unremedied for a period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Transferor by the Trustee, or to the Transferor and the Trustee by the Holders
of Series 2002-[__] Certificates evidencing not less than 50% of the Adjusted
Invested Amount, and as a result of which the interests of the Series 2002-[__]
Certificateholders are materially and adversely affected;

                                       65

<PAGE>

                  (b) any representation or warranty made by the Transferor in
the Agreement or this Series Supplement shall prove to have been incorrect in
any material respect when made that continues to be incorrect in any material
respect for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Transferor by the Trustee, or to the Transferor and the Trustee by the Holders
of Series 2002-[__] Certificates evidencing not less than 50% of the Adjusted
Invested Amount, and as a result of which the interests of the Series 2002-[__]
Certificateholders are materially and adversely affected; provided, however,
                                                          --------  -------
that if the representation or warranty which was breached relates to any
particular Receivable or group of Receivables, an Early Amortization Event shall
not be deemed to have occurred hereunder if the Transferor shall have accepted
reassignment of such Receivable, or all of such Receivables, if applicable,
during such period (or such longer period not to exceed a total of 180 days as
the Trustee may specify) in accordance with the provisions of the Agreement;

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

                  (d) any Servicer Default shall occur that would have a
material adverse effect on the Holders of the Series 2002-[__] Certificates;

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

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

                  (g) the Receivables Purchase Agreement shall be terminated;

                  (h) the Interest Rate Cap Provider shall fail to make any
payment under the Class A Interest Rate Cap, the Class B Interest Rate Cap or
the CTO Interest Rate Cap within five Business Days of the date on which such
payment was due; or

                                       66

<PAGE>

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

then, in the case of any event described in clause (a), (b) or (d), an Early
Amortization Event will be deemed to have occurred with respect to the Series
2002-[__] Certificates only if, after any applicable grace period described in
the clauses, either the Trustee or the Holders of Series 2002-[__] Certificates
evidencing more than 50% of the Adjusted Invested Amount, by written notice to
the Transferor and the Servicer (and to the Trustee, if given by such Holders)
declare that an Early Amortization Event has occurred as of the date of such
notice, and, in the case of any event described in Section 9.1 an Early
Amortization Event with respect to all Series, and in the case of any event
described in clause (c), (e), (f), (g), (h) or (i), an Early Amortization Event
with respect to only the Series 2002-[__] Certificates, will be deemed to have
occurred without any notice or other action on the part of the Trustee or the
Holders of the Series 2002-[__] Certificates immediately upon the occurrence of
such event.

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

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

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

then a CTO Default will be deemed to have occurred with respect to the
Collateralized Trust Obligations. If a CTO Default has occurred and is
continuing, at the direction of the Holders of more than 66 2/3% of the CTO
Adjusted Invested Amount, (i) before the payment in full of the Class A
Certificates and the Class B Certificates, the Required Spread Account Amount
with respect to each Distribution Date thereafter shall equal the CTO Invested
Amount as of such date and (ii) following the payment in full of the Class A
Certificates and the Class B Certificates, the Trustee shall sell or cause to be
sold an amount of Principal Receivables and the related Finance Charge
Receivables (or interests therein) up to 110% of the Invested Amount at the
close of business on the date of such sale and pay the proceeds of such sale to
the holders of the Series 2002-[__] Certificates in final payment of all
principal of and accrued interest on Series 2002-[__] (which proceeds will be
applied first to the CTO Invested Amount until the Collateralized Trust
Obligations have been paid in full and then to the Class D Invested Amount until
the Class D Certificates have been paid in full and then to the Class E Invested
Amount until the Class E Certificates have been paid in full); provided,
                                                               --------
however, that the amount of such Principal Receivables shall not exceed the sum
------
of (1) the product of (A) the Transferor Amount on such date and (B) a fraction,
the numerator of which is the Invested Amount on such date and the denominator
of which is the Aggregate Invested Amount on such date and (2) the Invested
Amount on such date. The Transferor may purchase such Receivables in such case
and shall have a right of first refusal with respect thereto to the extent of a
bona fide offer by an unrelated third party for fair value. Any proceeds of such
sale in excess of such principal and interest paid shall be paid to the
Transferor.


67

<PAGE>


         Section 12 Restrictions on Transfer.
                    ------------------------

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

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

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

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

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

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

         EACH PURCHASER OF THIS COLLATERALIZED TRUST OBLIGATION REPRESENTS AND
WARRANTS FOR THE BENEFIT OF THE TRANSFEROR AND THE TRUSTEE THAT, EXCEPT AS
OTHERWISE AGREED IN WRITING IN CONNECTION WITH THE INITIAL PURCHASE, SUCH
PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHETHER
OR NOT SUBJECT TO TITLE I OF ERISA, (II) A PLAN (AS DEFINED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED), (III) AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" (AS DESCRIBED IN 29 C.F.R.
2510.3-101) BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY OR (IV) A PERSON
INVESTING "PLAN ASSETS" (AS DESCRIBED IN 29 C.F.R. 2510.3-101) OF ANY SUCH PLAN
(INCLUDING, FOR PURPOSES OF CLAUSES (III) AND (IV),


                                 68

<PAGE>

INSURANCE COMPANY GENERAL ACCOUNTS BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED).

         THIS COLLATERALIZED TRUST OBLIGATION HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                                                              --------------
OR ANY STATE SECURITIES LAW. THE HOLDER OF THIS COLLATERALIZED TRUST OBLIGATION,
BY THE PURCHASE HEREOF, AGREES THAT THIS COLLATERALIZED TRUST OBLIGATION MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR OR (2)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON WHOM THE HOLDER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF
RULE 144A (A "QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
              ---
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. EACH
BENEFICIAL OWNER OF THIS COLLATERALIZED TRUST OBLIGATION, BY THE ACCEPTANCE OF A
BENEFICIAL INTEREST HEREIN, IF SUCH BENEFICIAL OWNER ACQUIRED SUCH INTEREST IN A
TRANSFER DESCRIBED IN CLAUSE (2) ABOVE, IS DEEMED TO REPRESENT THAT IT IS EITHER
A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
ANOTHER QIB.

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

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

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


                                     69

<PAGE>

         THIS CLASS D CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                                             --------------
SECURITIES LAW. THE HOLDER OF THIS CLASS D CERTIFICATE, BY THE PURCHASE HEREOF,
AGREES THAT THIS CLASS D CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR OR (2) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A (A "QIB")
                                                                    ---
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB,
WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. EACH BENEFICIAL OWNER OF
THIS CLASS D CERTIFICATE, BY THE ACCEPTANCE OF A BENEFICIAL INTEREST HEREIN, IF
SUCH BENEFICIAL OWNER ACQUIRED SUCH INTEREST IN A TRANSFER DESCRIBED IN CLAUSE
(2) ABOVE, IS DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN
ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.

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

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

         (f) The Transferor may at any time, without the consent of the Series
2002-[__] Certificateholders, (i) sell or transfer all or a portion of the Class
E Certificates, provided that (A) the Transferor shall have given notice to the
Trustee, the Servicer and each Rating Agency of such proposed sale or transfer
at least five Business Days prior to the consummation of such sale or transfer,
(B) no Early Amortization Event shall have occurred prior to the consummation of
such proposed sale or transfer; (C) the Transferor shall have delivered an
Officer's Certificate dated the date of the consummation of such proposed sale
or transfer to the effect that, in the reasonable belief of the Transferor, such
action will not, based on the facts known to such officer at the time of such
certification, cause an Early Amortization Event to occur with respect to any
Series and (D) the Transferor shall have provided an Opinion of


                                  70

<PAGE>


Counsel addressed to the Trustee, dated the date of such certificate, to the
effect that such proposed sale or transfer will not (x) adversely affect the tax
characterization as debt of Investor Certificates of any outstanding Series or
Class with respect to which an Opinion of Counsel addressed to the Trustee was
delivered at the time of their issuance that such Investor Certificates would be
characterized as debt, (y) cause the Trust to be classified, for federal income
tax purposes, as an association (or publicly traded partnership) taxable as a
corporation and (z) cause or constitute an event in which gain or loss would be
recognized by any Certificateholder.

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

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

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

                                       71

<PAGE>

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

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

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

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

         THIS CLASS E CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                                             --------------
SECURITIES LAW. THE HOLDER OF THIS CLASS E CERTIFICATE, BY THE PURCHASE HEREOF,
AGREES THAT THIS CLASS E CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER


                                  72

<PAGE>


APPLICABLE LAWS AND ONLY (1) TO THE TRANSFEROR OR (2) TO A LIMITED NUMBER OF
INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT) AND IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED
BY THE POOLING AND SERVICING AGREEMENT AND, IF THE TRUSTEE SO REQUIRES, AN
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE). EACH BENEFICIAL OWNER OF A
CLASS E CERTIFICATE, BY THE ACCEPTANCE OF A BENEFICIAL INTEREST HEREIN, IS
DEEMED TO REPRESENT THAT IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT). THIS CLASS
E CERTIFICATE WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT UPON
PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR THAT
THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES 2002-[__] SUPPLEMENT HAVE
BEEN COMPLIED WITH. THIS CLASS E CERTIFICATE MAY NOT BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF
THE TRANSFEROR AND THE SERVICER AND UNLESS AND UNTIL THE TRUSTEE SHALL HAVE
RECEIVED THE CERTIFICATIONS REQUIRED BY THE SERIES 2002-[__] SUPPLEMENT.

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

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

         Section 13 Tax Characterization of the Collateralized Trust
                    ------------------------------------------------
Obligations, the Class D Certificates and the Class E Certificates. It is the
------------------------------------------------------------------
intention of the parties hereto that the Collateralized Trust Obligations, the
Class D Certificates and the Class E Certificates be treated under applicable
tax law as indebtedness. In the event that any of the Collateralized Trust


                                    73

<PAGE>


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

         Section 14 Ratification of Master Pooling and Servicing Agreement. As
                    ------------------------------------------------------
supplemented by this Series Supplement, the Agreement is in all respects
ratified and confirmed and the Agreement as so supplemented by this Series
Supplement shall be read, taken, and construed as one and the same instrument;
provided, however, that the fifth sentence of Section 9.2(a) shall not apply to
--------  -------
Series 2002-[__].

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

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

         Section 17 Subordination of Certain Termination Payments.
                    ---------------------------------------------
Notwithstanding anything contained in Section 12.2(c), upon the sale of
Receivables or interests therein as provided in Section 12.2(c), the proceeds of
any such sale payable in respect of the Series 2002-[__] Certificates shall be
payable first to the Class A Certificateholders on a pro rata basis until all
obligations payable in respect of the Class A Certificates are paid in full,
then to the Class B Certificateholders on a pro rata basis until all obligations
payable in respect of the Class B Certificates are paid in full, then to the CTO
Securityholders on a pro rata basis until all obligations payable in respect of
the Collateralized Trust Obligations are paid in full, then to the Class D
Certificateholders on a pro rata basis until all obligations payable in respect
of the Class D Certificates are paid in full and then to the Class E
Certificateholders on a pro rata basis until all obligations payable in respect
of the Class E Certificates are paid in full.

         Section 18 Paired Series. Subject to obtaining confirmation by each
                    -------------
Rating Agency of the then existing ratings of each class of Series 2002-[__]
Certificates which is then rated, and prior to the commencement of the Early
Amortization Period, the Series 2002-[__] Certificates may be paired with one or
more other Series (each, a "Paired Series"). Each Paired Series either will be
                            -------------
pre-funded with an initial deposit to a pre-funding account in an amount up to
the initial principal balance of such Paired Series and funded primarily from
the proceeds of the sale of such Paired Series or will have a variable principal
amount. Any such pre-funding account will be held for the benefit of such Paired
Series and not for the benefit of the Series



74

<PAGE>


2002-[__] Certificateholders. As principal is paid or deposited into the
Principal Funding Account with respect to the Series 2002-[__] Certificates,
either (i) in the case of a pre-funded Paired Series, an equal amount of funds
on deposit in any pre-funding account for such pre-funded Paired Series will, if
requested by the Transferor, be released (which funds will be distributed to the
Transferor) or (ii) in the case of a Paired Series having a variable principal
amount, an interest in such variable Paired Series in an equal or lesser amount
may, if requested by the Transferor, be sold by the Trust (and the proceeds
thereof will, if requested by the Transferor, be distributed to the Transferor)
and, in either case, the invested amount in the Trust of such Paired Series will
increase by up to a corresponding amount. Upon payment in full of the Series
2002-[__] Certificates, assuming that there have been no unreimbursed
charge-offs with respect to any related Paired Series, the aggregate invested
amount of such related Paired Series will have been increased by an amount up to
an aggregate amount equal to the Invested Amount paid to the Series 2002-[__]
Certificateholders since the issuance of such Paired Series. The issuance of a
Paired Series will be subject to the conditions described in subsection 6.9(b).
If the Rating Agency Condition shall have been satisfied, the numerator of the
Class A Fixed Allocation Percentage, the Class B Fixed Allocation Percentage,
the CTO Fixed Allocation Percentage, the Class D Fixed Allocation Percentage and
the Class E Fixed Allocation Percentage with respect to allocations of
Collections of Principal Receivables may be changed upon the occurrence of an
Early Amortization Event with respect to (and as defined in the Supplement for)
a Paired Series (provided that such numerator is not less than the Class A
Invested Amount, the Class B Invested Amount, the CTO Invested Amount, the Class
D Invested Amount or the Class Invested Amount, respectively, as of the last day
of the Revolving Period (as defined in the Supplement for such Paired Series)).



                                  75

<PAGE>

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

                               TYLER INTERNATIONAL FUNDING, INC.,
                                  as Transferor

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



                                FIRST NORTH AMERICAN NATIONAL BANK,
                                   as Servicer

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



                                DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                   as Trustee

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



                                   76

<PAGE>


                                                  EXHIBIT A TO SERIES SUPPLEMENT

REGISTERED                                                          $[_________]

No. A-[__]                                              CUSIP No. [____________]

     UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & Co. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & Co., HAS AN INTEREST HEREIN.

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

                      CIRCUIT CITY CREDIT CARD MASTER TRUST

                CLASS A [FLOATING RATE] ASSET BACKED CERTIFICATE,
                                SERIES 2002-[__]

                        Expected Final Distribution Date:

                     [____________] 20[__] Distribution Date

                  Each $1,000 minimum denomination represents a

          1/[____________] undivided interest in certain assets of the
                      CIRCUIT CITY CREDIT CARD MASTER TRUST

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

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

     This certifies that Cede & Co. (the "Class A Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Amended and Restated Master Pooling and
Servicing Agreement, dated as of December 31, 2001 (as amended and supplemented,
the "Agreement"), as supplemented by the Series 2002-[__] Supplement, dated as
of [____________], 2002 (as amended and supplemented, the "Series Supplement"),
among Tyler International Funding, Inc., a Delaware corporation ("Tyler

<PAGE>

Funding"), as Transferor, First North American National Bank, a national banking
association (the "Bank"), as Transferor under the Prior Agreement (as defined in
the Agreement) and as Servicer, and Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company), a New York banking corporation, as
trustee (the "Trustee"). The corpus of the Trust consists of (i) a portfolio of
receivables now existing or hereafter created (the "Receivables") arising under
certain consumer revolving credit card accounts from time to time originated by
the Bank and identified in the Agreement (the "Accounts"), (ii) all monies due
or to become due and all amounts received with respect to such Receivables
(including Finance Charge Receivables and Receoveries), (iii) all proceeds of
such Receivables (including Insurance Proceeds), (iii) the Interchange Amount
with respect to each Collection Period, (iv) all rights, remedies, powers,
privileges and claims of Tyler Funding under or with respect to the Receivables
Purchase Agreement dated as of December 31, 2001 (as amended, the "Receivables
Purchase Agreement") between the Bank, as Seller, and Tyler Funding, as
Purchaser, (whether arising pursuant to the terms of the Receivables Purchase
Agreement or otherwise available to Tyler Funding at law or in equity),
including, without limitation, the rights of Tyler Funding to enforce the
Receivables Purchase Agreement and to give or withhold any and all consents,
requests, notices, directions, approvals, extensions or waivers under or with
respect to the Receivables Purchase Agreement, (v) all monies as are from time
to time deposited in the Collection Account, the Excess Funding Account and any
other account or accounts maintained for the benefit of the Certificateholders
(including, the extent specified in the Series Supplement, investment earnings
on such amounts), (vi) [the Transferor's rights under an interest rate cap
agreement for the exclusive benefit of the Class A Certificateholders, the
Transferor's rights under an interest rate cap agreement for the exclusive
benefit of the Class B Certificateholders and the Transferor's rights under an
interest rate cap agreement for the exclusive benefit of the CTO
Securityholders], (vii) all monies as are from time to time available under any
Enhancement for any Series (or class thereof) for payment to Certificateholders
and (vii) all other assets and interests constituting the Trust Property.

     Although a summary of certain provisions of the Agreement and the Series
Supplement is set forth below and on the Summary of Terms and Conditions
attached hereto and made a part hereof, this Class A Certificate does not
purport to summarize the Agreement and the Series Supplement and reference is
made to the Agreement and the Series Supplement for information with respect to
the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee. To the extent
there is a conflict between this Class A Certificate and the Agreement or the
Series Supplement, the Agreement or the Series Supplement, as applicable, will
control. A copy of the Agreement and the Series Supplement (without schedules)
may be requested from the Trustee by writing to the Trustee at the Corporate
Trust Office: 4 Albany Street, New York, New York 10006, Attention: Corporate
Trust and Agency Group/Structured Finance. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement or the Series Supplement, as applicable.

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

<PAGE>

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

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

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

                                               TYLER INTERNATIONAL FUNDING, INC.

                                               By:______________________________
                                                  Name:
                                                  Title:


Dated: [____________], 20[__]

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                           DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                           as Trustee

                                          By: __________________________________
                                              Authorized Officer

Dated: [____________], 20[__]

<PAGE>

                      CIRCUIT CITY CREDIT CARD MASTER TRUST

                CLASS A [FLOATING RATE] ASSET BACKED CERTIFICATE,
                                SERIES 2002-[__]

                         Summary of Terms and Conditions

     This Class A Certificate is one of a Series of Certificates entitled
Circuit City Credit Card Master Trust, Series 2002-[__] Certificates (the
"Series 2002-[__] Certificates"), and one of a class thereof entitled Class A
[Floating Rate] Asset Backed Certificates, Series 2002-[__] (the "Class A
Certificates"), each of which represents a fractional undivided interest in
certain assets of the Trust. The Trust Property is allocated in part to the
Investor Certificateholders of all outstanding Series (the "Certificateholders'
Interest") and the interests, if any, of any Enhancement Providers, with the
remainder allocated to the Transferor. The aggregate interest represented by the
Class A Certificates at any time in the Principal Receivables in the Trust shall
not exceed an amount equal to the Class A Invested Amount at such time. The
Class A Initial Invested Amount is $[____________]. The Class A Invested Amount
on any date will be an amount equal to (a) the Class A Initial Invested Amount,
minus (b) the aggregate amount on deposit in the Principal Funding Account as of
such date in respect of Class A Monthly Principal (excluding interest and other
investment earnings on such amount), minus (c) the aggregate amount of principal
payments made to the Class A Certificateholders prior to such date, minus (d)
the excess, if any, of the aggregate amount of Class A Investor Charge Offs for
all prior Distribution Dates over the sum of the aggregate amount of Class A
Investor Charge Offs reimbursed prior to such date pursuant to the Series
Supplement and, without duplication, the aggregate amount of the reductions of
the Series Adjustment Amounts allocated to the Class A Invested Amount prior to
such date pursuant to the Series Supplement; provided, however, that the Class A
Invested Amount may not be reduced below zero. In addition, classes of the
Series 2002-[__] Certificates entitled Class B [Floating Rate] Asset Backed
Certificates, Series 2002-[__] (the "Class B Certificates"), Collateralized
Trust Obligations, Series 2002-[__] (the "Collateralized Trust Obligations"),
Class D [Floating Rate] Asset Backed Certificates, Series 2002-[__] (the "Class
D Certificates"), and Class E [Floating Rate] Asset Backed Certificate, Series
2002-[__] (the "Class E Certificates"), will be issued. The Exchangeable
Transferor Certificate, which represents the Transferor Interest, has been
issued to Tyler Funding pursuant to the Agreement.

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

     Each Class A Certificate represents the right to receive payments of (i)
interest at the per annum rate of [____]% [in excess of LIBOR (as determined on
the related LIBOR Determination Date as set forth in the Series Supplement)],
accruing from [____________], 20[__], payable on [____________], 20[__] and on
the 15th day of each month thereafter (or, if such 15th day is not a Business
Day, the next succeeding Business Day) (each, a "Distribution Date") and (ii)
principal on the [____________] 20[__] Distribution Date (and on each
Distribution Date thereafter, if the Class A Certificates are not paid in full
on the

<PAGE>

[____________] 20[__] Distribution Date) or, upon the occurrence of an Early
Amortization Event, on each Distribution Date relating to the Early Amortization
Period, in each case funded from a percentage of the payments received with
respect to the Receivables and certain other funds, all as more fully described
in the Agreement and the Series Supplement. Interest on the Class A Certificates
will be calculated on the basis of a 360-day year [consisting of twelve 30-day
months][and the actual number of days in the relevant Interest Period].

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

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

     On any Distribution Date occurring on or after the day on which the
Invested Amount is reduced to an amount less than or equal to 5% of the Initial
Invested Amount, the Class A Certificates are subject to retransfer to the
Transferor. The retransfer price will be equal to the Class A Invested Amount
plus accrued but unpaid interest thereon.

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

     The Agreement and any Supplement may, subject to certain conditions set
forth in the Agreement, be amended from time to time by the Servicer, the
Transferor and the Trustee, without the consent of any of the Investor
Certificateholders. The Agreement and any Supplement may also be amended from
time to time by the Servicer, the Transferor and the Trustee, with the consent
of the Holders of Investor Certificates evidencing Undivided Interests
aggregating not less than 66-2/3% of the Invested Amount of all Series adversely
affected, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Agreement or any Supplement or
modifying in any manner the rights of the Investor Certificateholders of any
Series then issued and outstanding; provided, however, that no

<PAGE>

such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, distributions which are required to be made on any Investor Certificate of
such Series without the consent of the related Investor Certificateholders, (ii)
change the definition of or the manner of calculating the Invested Amount, the
Invested Percentage, the applicable available amount under any Enhancement or
the Investor Default Amount of such Series without the consent of the related
Investor Certificateholders or (iii) reduce the aforesaid percentage required to
consent to any such amendment, without the consent of the related Investor
Certificateholders. Any amendment pursuant to this paragraph shall require that
each Rating Agency rating the affected Series confirm that such amendment will
not cause a reduction or withdrawal of the rating of any outstanding Series of
Certificates.

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

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

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

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

<PAGE>

                                   ASSIGNMENT

Social Security or other identifying number of assignee:

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

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

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

------------------------------------------------------------------------------
                         (name and address of assignee)

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

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


                                                   Signature Guaranteed:


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


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

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

<PAGE>


                                                  EXHIBIT B TO SERIES SUPPLEMENT

REGISTERED                                                      $[____________]

No. B-[__]                                             CUSIP No. [____________]

     UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & Co. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & Co., HAS AN INTEREST HEREIN.

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

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

                      CIRCUIT CITY CREDIT CARD MASTER TRUST

                CLASS B [FLOATING RATE] ASSET BACKED CERTIFICATE,
                                SERIES 2002-[__]

                        Expected Final Distribution Date:

                     [____________] 20[__] Distribution Date

                  Each $1,000 minimum denomination represents a

          1/[____________] undivided interest in certain assets of the
                      CIRCUIT CITY CREDIT CARD MASTER TRUST

<PAGE>

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

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

     This certifies that Cede & Co. (the "Class B Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Amended and Restated Master Pooling and
Servicing Agreement, dated as of December 31, 2001 (as amended and supplemented,
the "Agreement"), as supplemented by the Series 2002-[__] Supplement, dated as
of [____________], 2002 (as amended and supplemented, the "Series Supplement"),
among Tyler International Funding, Inc., a Delaware corporation ("Tyler
Funding"), as Transferor, First North American National Bank, a national banking
association (the "Bank"), as Transferor under the Prior Agreement (as defined in
the Agreement) and as Servicer, and Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company), a New York banking corporation, as
trustee (the "Trustee"). The corpus of the Trust consists of (i) a portfolio of
receivables now existing or hereafter created (the "Receivables") arising under
certain consumer revolving credit card accounts from time to time originated by
the Bank and identified in the Agreement (the "Accounts"), (ii) all monies due
or to become due and all amounts received with respect to such Receivables
(including Finance Charge Receivables and Receoveries), (iii) all proceeds of
such Receivables (including Insurance Proceeds), (iii) the Interchange Amount
with respect to each Collection Period, (iv) all rights, remedies, powers,
privileges and claims of Tyler Funding under or with respect to the Receivables
Purchase Agreement dated as of December 31, 2001 (as amended, the "Receivables
Purchase Agreement") between the Bank, as Seller, and Tyler Funding, as
Purchaser, (whether arising pursuant to the terms of the Receivables Purchase
Agreement or otherwise available to Tyler Funding at law or in equity),
including, without limitation, the rights of Tyler Funding to enforce the
Receivables Purchase Agreement and to give or withhold any and all consents,
requests, notices, directions, approvals, extensions or waivers under or with
respect to the Receivables Purchase Agreement, (v) all monies as are from time
to time deposited in the Collection Account, the Excess Funding Account and any
other account or accounts maintained for the benefit of the Certificateholders
(including, the extent specified in the Series Supplement, investment earnings
on such amounts), (vi) [the Transferor's rights under an interest rate cap
agreement for the exclusive benefit of the Class A Certificateholders, the
Transferor's rights under an interest rate cap agreement for the exclusive
benefit of the Class B Certificateholders and the Transferor's rights under an
interest rate cap agreement for the exclusive benefit of the CTO
Securityholders], (vii) all monies as are from time to time available under any
Enhancement for any Series (or class thereof) for payment to Certificateholders
and (vii) all other assets and interests constituting the Trust Property.

     Although a summary of certain provisions of the Agreement and the Series
Supplement is set forth below and on the Summary of Terms and Conditions
attached hereto and made a part hereof, this Class B Certificate does not
purport to summarize the Agreement and the Series Supplement and reference is
made to the Agreement and the Series Supplement for information with respect to
the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee. To the extent
there is a conflict between this Class B Certificate and the Agreement or the
Series Supplement, the

<PAGE>

Agreement or the Series Supplement, as applicable, will control. A copy of the
Agreement and the Series Supplement (without schedules) may be requested from
the Trustee by writing to the Trustee at the Corporate Trust Office: 4 Albany
Street, New York, New York 10006, Attention: Corporate Trust and Agency
Group/Structured Finance. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Agreement or the
Series Supplement, as applicable.

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

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

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

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

                                               TYLER INTERNATIONAL FUNDING, INC.

                                               By:______________________________
                                                  Name:
                                                  Title:


Dated: [____________], 20[__]

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                           DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                           as Trustee

                                           By: ________________________________

                                               Authorized Officer

Dated: [____________], 20[__]

<PAGE>

                      CIRCUIT CITY CREDIT CARD MASTER TRUST

                CLASS B [FLOATING RATE] ASSET BACKED CERTIFICATE,
                                SERIES 2002-[__]

                         Summary of Terms and Conditions

     This Class B Certificate is one of a Series of Certificates entitled
Circuit City Credit Card Master Trust, Series 2002-[__] Certificates (the
"Series 2002-[__] Certificates"), and one of a class thereof entitled Class B
[Floating Rate] Asset Backed Certificates, Series 2002-[__] (the "Class B
Certificates"), each of which represents a fractional undivided interest in
certain assets of the Trust. The Trust Property is allocated in part to the
Investor Certificateholders of all outstanding Series (the "Certificateholders'
Interest") and the interests, if any, of any Enhancement Providers, with the
remainder allocated to the Transferor. The aggregate interest represented by the
Class B Certificates at any time in the Principal Receivables in the Trust shall
not exceed an amount equal to the Class B Invested Amount at such time. The
Class B Initial Invested Amount is $[____________]. The Class B Invested Amount
on any date will be an amount equal to (a) the Class B Initial Invested Amount,
minus (b) the aggregate amount on deposit in the Principal Funding Account as of
such date in respect of Class B Monthly Principal (excluding interest and other
investment earnings on such amount), minus (c) the aggregate amount of principal
payments made to the Class B Certificateholders prior to such date, minus (d)
the aggregate amount of Class B Investor Charge Offs for all prior Distribution
Dates, minus (e) the amount of Class B Subordinated Principal Collections
allocated on all prior Distribution Dates pursuant to the Series Supplement,
minus (f) an amount equal to the amount by which the Class B Invested Amount has
been reduced on all prior Distribution Dates pursuant to the Series Supplement,
plus (g) the sum of the amount of Excess Spread and Shared Excess Finance Charge
Collections allocated and available on all prior Distribution Dates pursuant to
the Series Supplement for the purpose of reimbursing amounts deducted pursuant
to the foregoing clauses (d), (e) and (f) and, without duplication, the
aggregate amount of the reductions of the Series Adjustment Amounts allocated to
the Class B Invested Amount prior to such date pursuant to the Series
Supplement; provided, however, that the Class B Invested Amount may not be
reduced below zero. In addition, classes of the Series 2002-[__] Certificates
entitled Class A [Floating Rate] Asset Backed Certificates, Series 2002-[__]
(the "Class A Certificates"), Collateralized Trust Obligations, Series 2002-[__]
(the "Collateralized Trust Obligations"), Class D [Floating Rate] Asset Backed
Certificates, Series 2002-[__] (the "Class D Certificates"), and Class E
[Floating Rate] Asset Backed Certificate, Series 2002-[__] (the "Class E
Certificates"), will be issued. The Exchangeable Transferor Certificate, which
represents the Transferor Interest, has been issued to Tyler Funding pursuant to
the Agreement.

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

     Each Class B Certificate represents the right to receive payments of (i)
interest at the per annum rate of [____]% [in excess of LIBOR (as determined on
the related LIBOR Determination Date as set forth in the Series Supplement)],
accruing from [____________],

<PAGE>

20[__], payable on [____________], 20[__] and on the 15th day of each month
thereafter (or, if such 15th day is not a Business Day, the next succeeding
Business Day) (each, a "Distribution Date") and (ii) principal on the
[____________] 20[__] Distribution Date (and on each Distribution Date
thereafter, if the Class B Certificates are not paid in full on the
[____________] 20[__] Distribution Date) or, upon the occurrence of an Early
Amortization Event, on each Distribution Date relating to the Early Amortization
Period, in each case funded from a percentage of the payments received with
respect to the Receivables and certain other funds, all as more fully described
in the Agreement and the Series Supplement. Interest on the Class B Certificates
will be calculated on the basis of a 360-day year [consisting of twelve 30-day
months][and the actual number of days in the relevant Interest Period].

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

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

     On any Distribution Date occurring on or after the day on which the
Invested Amount is reduced to an amount less than or equal to 5% of the Initial
Invested Amount, the Class B Certificates are subject to retransfer to the
Transferor. The retransfer price will be equal to the Class B Invested Amount
plus accrued but unpaid interest thereon.

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

     The Agreement and any Supplement may, subject to certain conditions set
forth in the Agreement, be amended from time to time by the Servicer, the
Transferor and the Trustee, without the consent of any of the Investor
Certificateholders. The Agreement and any Supplement may also be amended from
time to time by the Servicer, the Transferor and the

<PAGE>

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

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

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

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

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

<PAGE>

                                   ASSIGNMENT

Social Security or other identifying number of assignee:

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

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

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

------------------------------------------------------------------------------
                         (name and address of assignee)

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

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


                                                   Signature Guaranteed:


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


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

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