Exhibit 4.1

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                              BASE TRUST AGREEMENT

                                     between

                            STRUCTURED PRODUCTS CORP.

                                    Depositor

                                       and

                      U.S. BANK TRUST NATIONAL ASSOCIATION

                                     Trustee

                              Dated as of [_______]

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

                 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
                     ACT OF 1939 AND AGREEMENT PROVISIONS*

  Trust Indenture Act
         Section                                           Agreement Section
         -------                                           -----------------
      310(a)(1)            ....................                8.6(a)
         (a)(2)            ....................                8.6(a)
         (a)(3)            ....................                8.10
         (a)(4)            ....................                8.1(d)
         (a)(5)            ....................                8.6(a)
         (b)               ....................                8.6(b), 8.7
         (c)               ....................             Not Applicable

      311(a)               ....................                6.8
         (b)               ....................                6.8

      312(a)               ....................                3.19, 3.20(a)
         (b)               ....................                3.20(b)
         (c)               ....................                3.20(c)

      313(a)               ....................                3.21
         (b)               ....................                3.21
         (c)               ....................                3.21
         (d)               ....................                3.21

      314(a)               ....................                6.1(a), 6.1(b)
         (b)               ....................                6.1(c), 6.1(d)
         (c)(1)            ....................                6.1(f)
         (c)(2)            ....................                6.1(f)
         (c)(3)            ....................                6.1(f)
         (d)(1)            ....................                6.1(e)
         (d)(2)            ....................                6.1(e)
         (d)(3)            ....................             Not Applicable
         (e)               ....................                6.1(f)

      315(a)               ....................                8.1(c)
         (b)               ....................                8.1(f)
         (c)               ....................                8.1(a)
         (d)               ....................                8.1(c)
         (d)(1)            ....................                8.1(c)

----------
*     This reconciliation and tie shall not, for any purpose, be deemed to be
      part of the within agreement.
<PAGE>

         (d)(2)            ....................                8.1(c)
         (d)(3)            ....................                8.1(c)
         (e)               ....................                8.5(c)

     316(a)(1)(A)          ....................                5.17
     316(a)(1)(B)          ....................                5.18
     316(a)(2)             ....................             Not Applicable
     316(b)                ....................                5.6(f), 4.1
     316(c)                ....................                5.7
     317(a)                ....................                3.12
     317(b)                ....................                5.14
     318(a)                ....................               10.12
<PAGE>

            TRUST AGREEMENT, dated as of [______], between STRUCTURED
            PRODUCTS CORP., a Delaware corporation, as Depositor, and
            U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
            association, as Trustee.

                              PRELIMINARY STATEMENT

            The Depositor and the Trustee have duly authorized the execution and
delivery of this Trust Agreement to provide for one or more Series (and one or
more Classes within each such Series) of Trust Certificates, issuable from time
to time as provided in this Agreement. Each such Series (or each Class within
such Series) of Certificates will be issued only under a separate Series
Supplement to this Agreement duly executed and delivered by the Depositor, the
Administrative Agent, if any, specified in the applicable Series Supplement, and
the Trustee. All representations, covenants and agreements made herein by each
of the Depositor, the Administrative Agent, if any, and the Trustee are for the
benefit and security of the Certificateholders and, to the extent provided in
the applicable Series Supplement, for the benefit and security of any Credit
Support Provider. The Depositor is entering into this Agreement, and the Trustee
is accepting the trusts created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.

                                    ARTICLE I

                           DEFINITIONS AND ASSUMPTIONS

            Section 1.1. Definitions. Except as otherwise specified herein or in
the applicable Series Supplement or as the context may otherwise require, the
following terms have the respective meanings set forth below for all purposes of
this Agreement.

            "Account": As defined in Section 3.10.

            "Accounting Date": With respect to any Series, if applicable, as
defined in the related Series Supplement.

            "Administrative Agent": With respect to any Series of Certificates,
the Person, if any, specified in the applicable Series Supplement for such
Series (which Person shall have agreed pursuant to such Series Supplement to
assume all the duties, obligations, responsibilities and liabilities of the
Administrative Agent as set forth in this Agreement and such Series Supplement
with respect to such Series), until a successor Person shall have become the
Administrative Agent pursuant to the applicable provisions of this Agreement and
such Series Supplement, and thereafter "Administrative Agent" shall mean such
successor Person.
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            "Accreted Amount": With respect to each Series, if applicable, as
defined in the related Series Supplement.

            "Administrative Agent": With respect to each Series, if applicable,
as defined in the related Series Supplement.

            "Administrative Agent Termination Event": As defined in Section 7.1.

            "Administrative Fee": With respect to each Series, if applicable, as
defined in the related Series Supplement.

            "Advance": As defined in Section 4.3.

            "Affiliate": With respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control," when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

            "Agreement": With respect to any Series of Certificates, this Trust
Agreement and all amendments hereof and, unless the context otherwise requires,
the related Series Supplement.

            "Authenticating Agent": As defined in Section 5.15.

            "Authorized Newspaper": A newspaper in an official language of the
country of publication customarily published at least once a day, and
customarily published for at least five days in each calendar week, and of
general circulation in such city or cities specified pursuant to Section 5.1
with respect to the Certificates of any Series. Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day in such city.

            "Available Funds": Unless otherwise specified in the applicable
Series Supplement, for any Distribution Date in respect of a given Series or
Class, the sum of (i) all amounts actually received on or with respect to the
Term Assets (including Liquidation Proceeds and investment income on amounts in
the Accounts) with respect to such Series during the related Collection Period,
(ii) all amounts received pursuant to any Credit Support Instruments with
respect to such Series for such Distribution Date and (iii) all other amounts,
if any, specified by the applicable Series Supplement.

            "Basic Documents": With respect to any Series, if applicable, as
defined in the related Series Supplement.

            "Board of Directors": Either the Board of Directors of the Depositor
or any executive or committee of such Board duly authorized under applicable law
to act on behalf of such Board.


                                       2
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            "Board Resolution": A copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification and delivery to the Trustee.

            "Business Day": With respect to any Place of Distribution specified
pursuant to Section 5.1, any day that is not a Saturday, a Sunday or a legal
holiday or a day on which banking institutions or trust companies in such Place
of Distribution are authorized or obligated by law, regulation or executive
order to close or any day which is not a business day with respect to the Term
Assets, except as otherwise specified pursuant to Section 5.1.

            "Calculation Agent": With respect to each Series, as defined in the
related Series Supplement.

            "Call Premium Percentage": With respect to any Series (or Class
within such Series), if applicable, as defined in the related Series Supplement.

            "Certificate Account": As defined in Section 3.9.

            "Certificate Owners": As defined in Section 5.9.

            "Certificate Principal Balance": With respect to an Outstanding
Certificate, as determined at any time, the maximum amount that the Holder
thereof is entitled to receive as distributions allocable to principal payments
on the Term Assets. The Certificate Principal Balance, if any, of any Class
within a given Series (other than those Classes, if any, specified in the
related Series Supplement), as of any date of determination, shall be equal to
the aggregate initial Certificate Principal Balance thereof less the sum of (i)
all amounts allocable to prior distributions made to such Class in respect of
principal of the Term Assets and (ii) any reductions attributable to
Certificates surrendered in exchange for Term Assets, as and to the extent
provided in the applicable Series Supplement.

            "Certificate Register" and "Certificate Registrar": As respectively
defined in Section 5.4.

            "Certificateholder": Any Holder of a Certificate.

            "Certificates": Any Trust Certificates authorized by, and
authenticated and delivered under, this Agreement.

            "Class": With respect to any Series, any one of the classes of
Certificates of such Series, each consisting of Certificates having identical
terms.

            "Closing Date": With respect to any Series, the day on which
Certificates of such Series are first executed, authenticated and delivered.

            "Code": The Internal Revenue Code of 1986 and Treasury Regulations
promulgated thereunder.


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            "Collection Period": With respect to any Distribution Date for a
Series (or Class within such Series), the period specified in the related Series
Supplement.

            "Commission": The Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act or, if at any time after the
execution and delivery of this Agreement such Commission is not existing and
performing the duties now assigned to it, then the body then performing such
duties.

            "Corporate Trust Office": The principal corporate trust office of
the Trustee located at the address set forth in the related Series Supplement or
such other addresses as the Trustee may designate from time to time by notice to
the Holders, the Administrative Agent, if any, and the Depositor, or the
principal corporate trust office of any successor Trustee (or such other
addresses as a successor Trustee may designate from time to time by notice to
the Holders, the Administrative Agent, if any, and the Depositor).

            "Credit Support": With respect to any Series (or any Class within
such Series), a letter of credit, surety bond, swap agreement, put or call
option or other asset intended to support or ensure the timely or ultimate
distributions of amounts due in respect of all or certain of the Term Assets for
such Series or Class, which in each case is specified as such in the related
Series Supplement.

            "Credit Support Instrument": The instrument or document pursuant to
which the Credit Support for a given Series (or any Class within such Series) is
provided, as specified in the applicable Series Supplement.

            "Credit Support Provider": With respect to any Series (or any Class
within such Series), the Person, if any, that will provide any Credit Support
with respect to all or a portion of the Term Assets for such Series or Class as
specified in the applicable Series Supplement.

            "Currency": Dollars or Foreign Currency.

            "Cut-off Date": With respect to any Series, the date specified as
such in the related Series Supplement. For purposes of this Agreement, any Term
Asset acquired by the Depositor after the applicable Cut-off Date but prior to
the applicable Closing Date and included in the related Trust as of such Closing
Date shall be deemed to have been Outstanding as of such Cut-off Date and
references to the principal balance of such Term Asset as of such Cut-off Date
shall be deemed to be to the principal balance of such Term Asset as of the date
on which it was acquired by the Depositor.

            "Definitive Certificates": As defined in Section 5.9.

            "Deleted Term Asset": A Term Asset replaced or to be replaced by a
Qualified Substitute Term Asset.

            "Depositary": With respect to the Certificates of any Series (or
Class within such Series) issuable in whole or in part in the form of one or
more Global Securities, the Person designated as Depositary by the Depositor
pursuant to Section 5.1 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Agreement, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, "Depositary"
as used with respect to the Certificates of any such Series or Class shall mean
the Depositary with respect to the Certificates of that Series or Class.


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            "Depositor": Structured Products Corp., a Delaware corporation, and,
if a successor Person shall have become the Depositor pursuant to any applicable
provisions of this Agreement, "Depositor" shall mean such successor Person.

            "Depositor Order" or "Depositor Request": A written order or
request, respectively, signed in the name of the Depositor by any of its Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer, President,
a Vice President, its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary and delivered to the Trustee.

            "Depository Agreement": If applicable, the agreement pursuant to
which the Depositary will agree to act as Depositary with respect to any Series
(or Class within such Series) of Certificates in accordance with Section 5.9.

            "Discount Certificate": Any Certificate that is issued with
"original issue discount" within the meaning of Section 1273(a) of the Code and
any other Certificate designated by the Depositor as issued with original issue
discount for United States Federal income tax purposes.

            "Distribution Date": With respect to any Series (or Class within
such Series) of Certificates, each date specified as a "Distribution Date" for
such Series (or Class) in the related Series Supplement.

            "Dollar" or "$" or "USD": Such currency of the United States as at
the time of payment is legal tender for the payment of public and private debts.

            "Eligible Account": Either (i) an account or accounts maintained
with a Federal or State chartered depository institution or trust company the
long term unsecured debt obligations of which are rated by the Rating Agency the
higher of (x) at least the then current long-term rating of the Term Assets or
(y) in one of its two highest long-term rating categories (unless otherwise
specified in the Series Supplement) at the time any amounts are held in deposit
therein or (ii) a trust account or accounts maintained as a segregated account
or as segregated accounts and held by a Federal or State chartered depository
institution or trust company in trust for the benefit of the Certificateholders
provided, however, that such depositary institution or trust company has a
long-term rating in one of the four highest categories by the Rating Agency.

            "Event of Default": With respect to any Series (or Class within such
Series) of Certificates, as specified in the related Series Supplement.

            "Exchange Act": The Securities Exchange Act of 1934, as amended.

            "Exchange Rate Agent": With respect to any Series (or Class within
such Series) of Certificates, if applicable, the Depositor or its agent so
specified in the related Series Supplement.


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            "Executive Officer": With respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
any Vice President, the Secretary or the Treasurer of such corporation; with
respect to any partnership, any general partner thereof.

            "Extraordinary Trust Expense": With respect to any Series, as
specified in the related Series Supplement.

            "Final Scheduled Distribution Date": With respect to each Series, as
defined in the Series Supplement.

            "Fixed Pass Through Rate": With respect to any Fixed Rate
Certificate, as defined in the related Series Supplement.

            "Fixed Rate Certificate": A Certificate that provides for a payment
of interest at a Fixed Pass Through Rate.

            "Floating Pass Through Rate": With respect to any Floating Rate
Certificate, as defined in the related Series Supplement.

            "Floating Rate Certificate": A Certificate that provides for the
payment of interest at a Floating Pass Through Rate determined periodically by
reference to a formula specified pursuant to Section 5.1 and the related Series
Supplement.

            "Foreign Currency": A currency issued by the government of any
country other than the United States or a composite currency the value of which
is determined by reference to the values of the currencies of any group of
countries.

            "Global Security": A Certificate evidencing all or part of a Series
(or Class within such Series) of Certificates, issued to the Depositary for such
Series or Class in accordance with Section 5.9 and bearing the legend prescribed
therein.

            "Guaranteed Investment Contract": With respect to any Series (or
Class within such Series), a guaranteed investment contract or surety bond
provided for in the related Series Supplement, sold as part of the Trust or to
the Trustee for the benefit of the Certificateholders for such Series, providing
for the investment of funds in a related Account or related Accounts and
insuring a minimum or a fixed rate of return on the investment of such funds,
which contract or surety bond shall be an obligation of an insurance company or
other entity whose rating at the time of purchase of such guaranteed investment
contract or surety bond is no lower than the rating on the Term Assets and shall
satisfy any other requirements specified in such Series Supplement.

            "Holder": The holder of a Certificate.

            "Independent": When used with respect to any specified Person means
that the Person specifies he or she (1) is in fact independent of the Depositor
and the Administrative Agent, if any, and of any Affiliate of any of the
foregoing Persons, (2) does not have any direct or indirect financial interest
in the Depositor or the Administrative Agent, if any, or in any Affiliate of
either of the foregoing Persons which is material with respect to such Person
and (3) is not connected with the Depositor or the Administrative Agent, if any,
as an officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.


                                       6
<PAGE>

            "Independent Certificate" means a certificate of an Independent
Person, as required by the TIA.

            "Letter of Credit": With respect to any Series or Class within such
Series, the letter of credit, if any, providing for the payment of all or a
portion of amounts due in respect of such Series or Class, issued to the Trustee
for the benefit of the Holders of such Series or Class, issued by the related
Credit Support Provider, all as specified in the related Series Supplement.

            "Limited Guarantor": With respect to the Term Assets relating to any
Series (or Class within such Series), a Person specified in the related Series
Supplement as providing a guarantee or insurance policy or other credit
enhancement supporting the distributions in respect of such Series (or Class) as
and to the extent specified in such Series Supplement.

            "Limited Guaranty": With respect to any Series or Class within such
Series, any guarantee of or insurance policy or other comparable form of credit
enhancement with respect to amounts required to be distributed in respect of
such Series or Class or payments under all or certain of the Term Assets
relating to such Series or Class, executed and delivered by a Limited Guarantor
in favor of the Trustee, for the benefit of the Certificateholders, as specified
in the related Series Supplement.

            "Liquidation Proceeds": The amounts received by the Administrative
Agent, if any, or the Trustee in connection with (i) the liquidation of a
defaulted Term Asset or collateral, if any, related thereto or (ii) the
repurchase, substitution or sale of a Term Asset.

            "Notional Amount": With respect to any Class of Certificates, if
applicable, the initial notional amount specified in the related Series
Supplement on which distributions of interest may be determined at the
applicable Pass Through Rate, as the same may be adjusted as specified in such
Series Supplement.

            "Officer's Certificate": A certificate signed by any one (or, if
specified in this Agreement or any Series Supplement, more than one) Executive
Officer of the Depositor or Administrative Agent, as applicable, or, in the case
of the Trustee, a Responsible Officer.

            "Opinion of Counsel": A written opinion of counsel, who may, except
as otherwise expressly provided in this Agreement, be counsel for the Depositor
or the Administrative Agent, if any, acceptable to the Trustee, except that any
opinion of counsel relating to the qualification of any account required to be
maintained pursuant to this Agreement as an Eligible Account must state that it
is an opinion of counsel who is in fact Independent of the Depositor and the
Administrative Agent, if any.

            "Optional Exchange Date": With respect to any Series (or Class with
such Series), as defined, if applicable, in the related Series Supplement.


                                       7
<PAGE>

            "Outstanding": With respect to Certificates of a specified Series
(or Class within such Series), as of any date of determination, all such
Certificates theretofore authenticated and delivered under this Agreement and
the related Series Supplement except:

            (i) Certificates theretofore cancelled by the Certificate Registrar
      or delivered to the Certificate Registrar for cancellation; and

            (ii) Certificates in exchange for or in lieu of which other
      Certificates have been authenticated and delivered pursuant to this
      Agreement, unless proof satisfactory to the Trustee is presented that any
      such Certificates are held by a bona fide purchaser in whose hands such
      Certificates are valid obligations of the Trust;

provided, however, that in determining whether the Holders of the required
percentage of the aggregate Voting Rights of the Certificates have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Certificates beneficially owned by the Depositor, or any Affiliate thereof,
shall be disregarded and deemed not to be Outstanding, and the Voting Rights to
which its Holder would otherwise be entitled shall not be taken into account in
determining whether the requisite percentage of aggregate Voting Rights
necessary to effect any such consent or take any such action has been obtained
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Certificates with respect to which the Depositor has provided the
Trustee an Officer's Certificate stating that such Certificates are so owned
shall be so disregarded. Certificates so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee by certifying to such effect in an Officer's
Certificate the pledgee's right so to act with respect to such Certificates and
that the pledgee is not, to the actual knowledge of the Trustee without any duty
of investigation, the Depositor, the Administrative Agent, if any, or any
Affiliate of any thereof so owned. The principal amount or notional amount, as
applicable, of a Discount Certificate that shall be deemed to be Outstanding for
the determination referred to in the foregoing proviso shall be the Certificate
Principal Balance or Certificate Notional Amount, as applicable, with respect
thereto as of the date of such determination, and the principal amount or
notional amount, as applicable, of a Certificate denominated in a Foreign
Currency that shall be deemed to be Outstanding for purposes of the
determination referred to in the foregoing provision shall be the amount
calculated pursuant to Section 5.12(c).

            "Participant": A broker, dealer, bank, other financial institution
or other Person for whom from time to time a Depositary effects book-entry
transfers and pledges of securities deposited with the Depositary.

            "Pass Through Rate": With respect to any Series (or Class within
such Series) of Certificates (except certain Discount Certificates and
Certificates entitled to nominal or no interest distributions) the annual rate
at which interest accrues on the Certificates of such Series (or Class), which
may be a fixed rate or a floating rate of interest, determined upon the basis
and in the manner specified in the related Series Supplement.

            "Paying Agent": As defined in Section 5.14.


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<PAGE>

            "Percentage Interest": With respect to a Certificate of any Series
or Class within a Series, the portion of such Series or Class evidenced by such
Certificate, expressed as a percentage, equal to the product of (x) a fraction,
the numerator of which is the initial Certificate Principal Balance or Notional
Amount, as applicable, represented by such Certificate and the denominator of
which is the aggregate initial Certificate Principal Balance or Notional Amount,
as applicable, of all the Certificates of such Series or Class and (y) 100.

            "Permitted Investments": With respect to any Series, unless
otherwise specified in the related Series Supplement, any one or more of the
following obligations or securities, provided that the total return specified by
the terms of each such obligation or security is at least equal to the purchase
price thereof:

            (i) direct obligations of, and obligations fully guaranteed by, the
      United States, the Federal Home Loan Mortgage Corporation, the Federal
      National Mortgage Association, the Federal Farm Credit System or any
      agency or instrumentality of the United States the obligations of which
      are backed by the full faith and credit of the United States of America;
      provided that obligations of, or guaranteed by, the Federal Home Loan
      Mortgage Corporation, the Federal National Mortgage Association or the
      Federal Farm Credit System shall be Permitted Investments only if, at the
      time of investment, it has the rating specified in such Series Supplement
      for Permitted Investments;

            (ii) demand and time deposits in, certificates of deposit of, or
      banker's acceptances issued by any depository institution or trust company
      (including the Trustee or any agent of the Trustee acting in their
      respective commercial capacities) incorporated under the laws of the
      United States or any State and subject to supervision and examination by
      Federal and/or State banking authorities so long as the commercial paper
      and/or the short-term debt obligations of such depository institution or
      trust company (or, in the case of a depository institution which is the
      principal subsidiary of a holding company, the commercial paper or other
      short-term debt obligations of such holding company) at the time of such
      investment or contractual commitment providing for such investment have
      the rating specified in such Series Supplement for Permitted Investments;
      provided, however, that such rating shall be no lower than the rating on
      the Term Assets at the time of purchase of the investments;

            (iii) repurchase agreements with respect to (a) any security
      described in clause (i) above or (b) any other security issued or
      guaranteed by an agency or instrumentality of the United States, with an
      entity having the credit rating specified in such Series Supplement for
      Permitted Investments;

            (iv) securities bearing interest or sold at a discount issued by any
      corporation incorporated under the laws of the United States or any State
      that have the rating specified in such Series Supplement for Permitted
      Investments at the time of such investment or contractual commitment
      providing for such investment; provided, however, that such rating shall
      be no lower than the rating on the Term Assets; provided further that
      securities issued by any particular corporation will not be Permitted
      Investments to the extent that investment therein will cause the then
      outstanding principal amount of securities issued by such corporation and
      held as part of the Trust for such Series to exceed 10% of the aggregate
      outstanding principal balances and amounts of all the Term Assets and
      Permitted Investments held as part of the Trust for such Series;


                                       9
<PAGE>

            (v) commercial paper having at the time of such investment the
      rating specified in the Series Supplement for Permitted Investments; and

            (vi) a Guaranteed Investment Contract if and only if specified in
      the related Series Supplement, provided that the Rating Agency Condition
      is met.

            "Person": Any individual, corporation, partnership, joint venture,
association, joint stock company, limited liability company, trust (including
any beneficiary thereof), unincorporated organization or government or any
agency or political subdivision thereof.

            "Place of Distribution": With respect to any Series (or Class within
such Series) of Certificates, the place or places where the principal of (and
premium, if any) and interest on the Certificates of such Series (or Class) are
distributable as specified pursuant to Section 5.1.

            "Predecessor Certificate": With respect to any particular
Certificate, every previous Certificate evidencing all or a portion of the same
interest as that evidenced by such particular Certificate; and, for the purpose
of this definition, any Certificate authenticated and delivered under Section
5.5 in lieu of a lost, destroyed or stolen Certificate shall be deemed to
evidence the same interest as the lost, destroyed or stolen Certificate.

            "Proceeding": Any suit in equity, action at law or other judicial or
administrative proceeding.

            "Purchase Price": With respect to any Term Asset required to be
repurchased by the Term Asset Provider pursuant to Section 2.3 and as confirmed
by an Officer's Certificate from the Administrative Agent, if any, or the
Depositor, as the case may be, to the Trustee, an amount equal to the sum of (i)
the greater of (x) 100% of the principal balance thereof as of the date of such
purchase or (y) if the Term Asset was purchased at a premium above face value,
the price paid therefor, (ii) accrued and unpaid interest thereon from the
immediately preceding interest allocation date, or if no interest has been paid
to the Trust with respect thereto, from the Cut-Off Date, in each case at a rate
equal to the Fixed Pass Through Rate or the then applicable Floating Pass
Through Rate, as the case may be, as specified in the applicable Series
Supplement, on the principal balance of such Term Asset as of the close of
business on the Business Day immediately preceding the date of purchase or such
other day as may be specified in the applicable Series Supplement on which such
purchase is to occur, (iii) any unreimbursed Advances and any unpaid
Administrative Fees allocable to such Term Asset, (iv) expenses reasonably
incurred or to be incurred by the Administrative Agent, if any, or the Trustee
in respect of the breach or defect giving rise to the purchase obligation,
including any expenses arising out of the enforcement of the purchase obligation
and (v) any realized losses previously incurred with respect to such Term Asset
and allocated to Certificateholders on or before the date of purchase.

            "Qualified Substitute Term Asset": With respect to any Series, as
defined, if applicable, in the related Series Supplement.


                                       10
<PAGE>

            "Rating Agency": With respect to any Series (or Class within such
Series), as defined in the related Series Supplement.

            "Rating Agency Condition": With respect to any action or occurrence,
unless otherwise specified in the applicable Series Supplement, that each Rating
Agency shall have been given 10 days (or such shorter period acceptable to each
Rating Agency) prior notice thereof and that each Rating Agency shall have
notified the Depositor, the Trustee and the Administrative Agent, if any, in
writing that such action or occurrence will not result in a reduction or
withdrawal of the then current rating of any Certificate of the applicable
Series.

            "Record Date": With respect to any Distribution Date for any Series
(or Class within such Series) of Certificates, the date specified in the related
Series Supplement.

            "Required Interest": Unless otherwise specified in the related
Series Supplement, with respect to the Outstanding Certificates of any Series or
any Class thereof, the accrued and undistributed interest on the Certificate
Principal Balance or Notional Amount of such Outstanding Certificates computed
at the applicable Pass Through Rate.

            "Required Percentage--Amendment": Unless otherwise specified in the
related Series Supplement, 66-2/3% of the aggregate Voting Rights of
Certificates of such Series (or of a designated Class or group of Classes within
such Series) (either voting as separate Classes or as a single Class) applicable
to such matter, all as specified in the applicable Series Supplement.

            "Required Percentage--Definitive Certificates": Unless otherwise
specified in the related Series Supplement, greater than 50% of the aggregate
Voting Rights of Certificates of such Series.

            "Required Percentage--Direction of Trustee": Unless otherwise
specified in the related Series Supplement, greater than 50% of the aggregate
Voting Rights of Certificates of such Series.

            "Required Percentage--Remedies": Unless otherwise specified in the
related Series Supplement, 66-2/3% of the aggregate Voting Rights of
Certificates of such Series.

            "Required Percentage--Removal of Trustee": Unless otherwise
specified in the related Series Supplement, greater than 50% of the aggregate
Voting Rights of Certificates of such Series.

            "Required Percentage--Waiver": Unless otherwise specified in the
related Series Supplement, 66-2/3% of the aggregate Voting Rights of
Certificates of such Series.

            "Required Premium": If applicable, unless otherwise specified in the
related Series Supplement, with respect to the Certificates of any Series or any
Class thereof, an amount equal to the product, as determined on any Distribution
Date with respect to such Series or Class, of (i) the Required Principal for
such Series or Class and (ii) the Call Premium Percentage for such Series or
Class.


                                       11
<PAGE>

            "Required Principal": As determined for any Distribution Date for a
given Series (or Class within such Series), unless otherwise specified in the
related Series Supplement, the amounts on deposit in the Certificate Account
allocable to principal payments on the Term Assets (including from Credit
Support, if any, and Advances, if any, but excluding amounts in respect of
principal payments to the extent that Advances with respect thereto were
distributed as Required Principal on a prior Distribution Date) and required to
be distributed in respect of Certificates of such Series (or Class) in
accordance with the terms of such Certificates and such related Series
Supplement.

            "Required Rating": With respect to any Series (or Class within such
Series), the rating category (or categories) specified in the Series Supplement
that, as a condition to the issuance of such Series or Class, is (or are) the
lowest category (or categories) in which the Certificates of such Series or
Class may be categorized by the Rating Agency.

            "Requisite Reserve Amount": As of any date with respect to any
Series (or Class within such Series) of Certificates, the amount, if any,
required to be maintained in the Reserve Account, if any, for such Series or
Class as specified in or determined pursuant to the related Series Supplement.

            "Reserve Account": An Eligible Account, if any, created and
maintained pursuant to Section 3.11.

            "Responsible Officer": With respect to the Trustee, any officer
within the Corporate Trust Office of the Trustee, including any Vice President,
Assistant Vice President, Assistant Treasurer, Assistant Secretary or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.

            "Retained Interest": If applicable, with respect to any Term Asset,
an ownership interest in and a right to a portion of the payments thereon by the
obligor thereof, as specified in the Term Assets Schedule to the related Series
Supplement, held by the Person so specified in such Term Assets Schedule.

            "Scheduled Final Distribution Date": With respect to any
Certificate, the date on which all the unpaid principal of (and premium, if any,
on) such Certificate is scheduled, without giving effect to any prepayment,
exchange or early termination, to become due and payable as provided therein and
in the applicable Series Supplement.

            "Series": A separate series of Certificates issued pursuant to this
Agreement and a related Series Supplement, which series may be divided into two
or more Classes, as provided in such Series Supplement.

            "Series Supplement": An agreement supplemental to this Agreement
that authorizes the issuance of a particular Series (and each Class within such
Series) of Certificates.

            "Specified Currency": As defined in the related Series Supplement.


                                       12
<PAGE>

            "State": Any one of the 50 states of the United States or the
District of Columbia.

            "Sub-Administration Account": As defined in Section 3.8.

            "Sub-Administration Agreement": The written contract, if any,
between the Administrative Agent, if any, specified in the applicable Series
Supplement, or Trustee and a Sub-Administrative Agent and any successor
Administrative Agent or Trustee or Sub-Administrative Agent relating to the
administration of a Term Asset or certain Term Assets as provided in Section
3.2.

            "Sub-Administrative Agent": Any Person with which the Administrative
Agent, if any, specified in the applicable Series Supplement, or the Trustee has
entered into a Sub-Administration Agreement and which meets the qualifications
of a Sub-Administrative Agent pursuant to Section 3.2.

            "Surety Bond": If so specified in the Series Supplement, with
respect to any Series (or Class within such Series) of Certificates, the surety
bond providing for the distribution under certain circumstances specified in
such Series Supplement of amounts to the Certificateholders of such Series (or
Class), which surety bond will be issued to the Trustee for the benefit of such
Certificateholders by the related Credit Support Provider, all as specified in
such Series Supplement.

            "Term Asset Provider": With respect to any Term Asset purchased
pursuant to a Term Asset Purchase Agreement, each entity specified as such in
the applicable Series Supplement or its successor in interest.

            "Term Asset Purchase Agreement": With respect to certain Series of
Certificates, as designated in the applicable Series Supplement, the purchase
agreement providing for the purchase by the Depositor of one or more Term Assets
for such Series, substantially in the form acceptable to the Depositor,
provided, that if required by the applicable Series Supplement, such agreement
shall provide for the repurchase of such Term Assets on the terms set forth in
Section 2.3.

            "Term Assets": With respect to any Series, the asset or assets sold
as part of the Trust for such Series or acquired (or, in the case of an
agreement, entered into) by the Trustee for the benefit of the Holders of such
Series and, if and to the extent provided in the applicable Series Supplement,
for the benefit of any Credit Support Provider, all as identified in the Term
Assets Schedule to the related Series Supplement. The Term Assets for any such
Series or the related Trust shall not constitute Term Assets for any other
Series or any other Trust.

            "Term Assets Issuer": As defined in the related Series Supplement.

            "Term Assets Schedule": With respect to any Series, a listing of the
Term Assets for such Series as of the Closing Date, including, with respect to
each Term Asset, the obligor and the principal balance thereof, which shall be
attached to such Series Supplement as Schedule A.

            "TIA": The Trust Indenture Act of 1939, as amended.


                                       13
<PAGE>

            "Trust": With respect to any Series, the segregated asset or pool of
assets subject hereto, constituting the trust created hereby and by the related
Series Supplement and to be administered hereunder and thereunder, consisting of
those Term Assets and the Credit Support, if applicable, and all sums
distributed in respect thereof that are specified as being part of the Trust for
such Series in the related Series Supplement, all for the benefit of the
Certificateholders of such Series as of any particular time.

            "Trustee": With respect to any Series, the Person so specified in
the applicable Series Supplement (which Person shall have agreed pursuant to
such Series Supplement to assume all the duties, obligations, responsibilities
and liabilities of the Trustee as set forth in this Agreement and such Series
Supplement with respect to the related Series of Certificates) for such Series
or any co-trustee appointed pursuant to Section 8.10, until a successor Person
shall have become the Trustee pursuant to the applicable provisions of this
Agreement and the applicable Series Supplement, and thereafter "Trustee" shall
mean such successor Person.

            "Trust Termination Event":With respect to any Series, as specified
in the related Series Supplement.

            "Uniform Commercial Code": The Uniform Commercial Code as in effect
in the relevant jurisdiction.

            "United States": The United States of America (including the
States), its territories, its possessions and other areas subject to its
jurisdiction.

            "Voting Rights": With respect to any Series (or Class within such
Series) of Certificates, the portion of the aggregate voting rights of the
Certificates of such Series or Class which shall be allocated to any Certificate
as specified in the applicable Series Supplement.

            Section 1.2. Rules of Construction. Unless the context otherwise
requires:

            (i) a term has the meaning assigned to it;

            (ii) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with generally accepted accounting principles
      as in effect in the United States from time to time;

            (iii) "or" is not exclusive;

            (iv) the words "herein," "hereof," "hereunder" and other words of
      similar import refer to this Agreement as a whole and not to any
      particular Article, Section or other subdivision;

            (v) "including" means including without limitation; and

            (vi) words in the singular include the plural and words in the
      plural include the singular.


                                       14
<PAGE>

                                   ARTICLE II

                 Declaration of Trusts; Issuance of Certificates

            Section 2.1. Creation and Declaration of Trusts; Assignment of Term
Assets. (a) The Depositor, concurrently with the execution and delivery hereof,
does hereby agree to (i) sell, assign, convey and set-over to the Trustee, on
behalf and for the benefit of the Certificateholders of each given Series of
Certificates and without recourse, all the right, title and interest of the
Depositor, including any security interest therein for the benefit of the
Depositor, in, to and under the Term Assets attributable to each such Series
(except for the Term Assets attributable to such Series which are not sold by
the Depositor, as specified in the Term Assets Schedule to the applicable Series
Supplement), in each case as identified on the applicable Term Assets Schedule,
and all other assets included or to be included in the respective Trust for the
benefit of the Certificateholders of each such Series or (ii) deliver to the
Trustee for deposit in the Certificate Account an amount, in immediately
available funds in a form acceptable to the Trustee, sufficient to acquire the
Term Assets attributable to such Series, in each case as identified on the Term
Asset Schedule to the applicable Series Supplement, and all other assets to be
included in the respective Trust for the benefit of the Certificateholders of
each such Series. Each such sale will include all interest, premium (if any) and
principal received by or on behalf of the Depositor of, on or with respect to
any such Term Assets due after the applicable Cut-off Date, and, unless
otherwise specified in the Series Supplement, will exclude (i) all interest,
premium (if any) and principal of, on or with respect to any such Term Assets
due on or before the applicable Cut-off Date and (ii) any Retained Interest in
any such Term Asset.

            (b) In connection with each sale referred to in the preceding
paragraph, the Depositor shall, not later than the applicable Closing Date, (i)
deposit the Term Assets for a given Series (except for the Term Assets
attributable to such Series which are to be acquired from a Person other than
the Depositor, as specified on the Term Assets Schedule to the applicable Series
Supplement) with the Trustee by physical delivery of such Term Assets, duly
endorsed, to the Trustee or by causing such Term Assets to be registered by book
entry in the name of the Trustee and (ii) with respect to each such Term Asset,
deliver or cause to be delivered to the Trustee all documents necessary to
transfer ownership of each such Term Asset to the Trustee.

            (c) Unless otherwise specified in the applicable Series Supplement,
the sale of such Term Assets by the Depositor for a given Series accomplished
hereby and by such Series Supplement is absolute and is intended by the parties
hereto as a sale and not a loan. The Depositor represents and covenants that the
Term Assets as of the respective Closing Dates will be free and clear of any
right, charge, security interest or lien or claim in favor of the Depositor and,
with respect to any sale of Term Assets, that the Depositor will as of such
respective Closing Date have the right to sell the applicable Term Assets to the
Trustee.

            Section 2.2. Acceptance by Trustee. (a) With respect to each Series,
the Trustee will acknowledge receipt by it, or by a custodian on its behalf, of
the related Term Assets and the related documents referred to in Section 2.1,
now existing or hereafter acquired, and declares that it will hold such Term
Assets and documents and all other documents delivered to it pursuant to this
Agreement, and that it will hold all such assets and such other assets
(including Term Assets acquired from a Person other than the Depositor)
comprising the Trust for a given Series of Certificates, in trust for the
exclusive use and benefit of all present and future Certificateholders of such
Series and for the purposes and subject to the terms and conditions set forth in
this Agreement.


                                       15
<PAGE>

            (b) The Trustee, or a custodian on its behalf, shall review all
documents received by it pursuant to Section 2.1 within 45 days after receipt
thereof. If in the process of reviewing such documents the Trustee or such
custodian discovers any document or documents to be missing or defective, the
Trustee shall promptly (but in any event within 10 Business Days) so notify the
Depositor and the Administrative Agent, if any. In addition, upon the discovery
by the Depositor, the Administrative Agent, if any, or the Trustee of a breach
of any of the representations and warranties made by any Term Asset Provider in
the related Term Asset Purchase Agreement, if any, in respect of any Term Asset
that materially and adversely affects the interests of the Certificateholders,
the party discovering such breach shall give prompt written notice to the other
parties hereto (but in any event within 10 Business Days).

            Section 2.3. Repurchase or Substitution of Certain Term Assets by
the Term Asset Provider. (a) If and to the extent provided for in a Series
Supplement relating to a given Series of Certificates, upon discovery or receipt
of notice pursuant to Section 2.2 that a document is missing or defective, the
Trustee shall immediately notify the Depositor, the Administrative Agent, if
any, and the Rating Agency that such document is defective or missing and,
unless the Depositor provides to the Trustee an Officer's Certificate stating
such missing or defective document will not have a materially adverse effect on
the related Trust, the Administrative Agent, if any, or the Trustee shall
immediately so notify the Term Asset Provider and require that the Term Asset
Provider deliver such missing document or cure such defect within 60 days from
the date on which such Term Asset Provider was first notified of such missing
document or defect, and if such Term Asset Provider does not deliver such
missing document or cure such defect in all material respects during such
period, the Administrative Agent, if any, or the Trustee shall use its best
efforts to enforce the Term Asset Provider's obligation, if any, under the
related Term Asset Purchase Agreement to repurchase such Term Asset from the
Trustee at the applicable Purchase Price within 90 days after the date on which
the Term Asset Provider was first notified of such missing document or defect.
The Purchase Price for the repurchased Term Asset shall be delivered to the
Administrative Agent, if any, or to the Trustee directly for deposit in the
Certificate Account and the Trustee, upon receipt either of certification by the
Administrative Agent, if any, of such deposit or of such deposit directly, shall
release to the Term Asset Provider the related documents in its possession and
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be necessary to vest in the Term Asset Provider
any Term Asset released pursuant hereto, and the Trustee shall have no further
obligations with regard to such documents. The foregoing notwithstanding, if and
to the extent the Series Supplement provides, the Term Asset Provider may, as an
alternative to repurchasing any such Term Asset as provided above, if and to the
extent so provided in the Term Asset Purchase Agreement, cause such Term Asset
to be removed from the Trust (in which case it shall become a Deleted Term
Asset) by agreeing to substitute one or more Qualified Substitute Term Assets in
the manner and subject to the limitations set forth in Section 2.3(b) and the
related Series Supplement. It is understood and agreed that the obligation of
the Term Asset Provider to repurchase or substitute for any Term Asset as to
which a constituent document is missing or a defect in a constituent document
exists shall, if such defect is not cured or such missing document is not
provided, constitute (unless otherwise specified in the applicable Series
Supplement) the sole remedy respecting such omission or defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. It is
further understood and agreed that, unless otherwise provided in the related
Series Supplement, in no event shall either the Depositor or the Administrative
Agent, if any, be obligated to repurchase or substitute for such a Term Asset,
regardless of whether the Term Asset Provider defaults on its obligation to
repurchase or substitute for such a Term Asset.


                                       16
<PAGE>

            (b) If and to the extent provided for in a Series Supplement
relating to a given Series of Certificates, with respect to any Deleted Term
Asset for which the Depositor or the Term Asset Provider substitutes a Qualified
Substitute Term Asset or Assets, such substitution shall be effected by the
Depositor or Term Asset Provider delivering to the Trustee or a custodian on its
behalf such Qualified Substitute Term Asset or Assets and such documents and
agreements, with all necessary endorsements thereon, as would be required under
the terms of Section 2.1, together with an Officer's Certificate of the
Depositor or relevant Term Asset Provider certifying that each such Qualified
Substitute Term Asset satisfies the definition thereof and the requirements
under this Section. The Trustee or such custodian shall acknowledge receipt of
such Qualified Substitute Term Asset or Assets and, within five Business Days
thereafter, review such documents in the manner specified in Section 2.2. The
Depositor shall give or cause to be given written notice to the
Certificateholders of such Series and the Rating Agency that such substitution
has taken place and shall amend the Term Asset Schedule to reflect the removal
of such Deleted Term Asset from the terms of this Agreement and the substitution
of the Qualified Substitute Term Asset or Assets. Upon such substitution, such
Qualified Substitute Term Asset or Assets shall be subject to the terms of this
Agreement in all respects, including those related to the representations and
warranties included in the Term Asset Purchase Agreement as of the date of
substitution. The terms upon which such substitution may be effected shall be
specified in the applicable Series Supplement.

            Section 2.4. Representations and Warranties of the Depositor and
Representations, Warranties and Covenants of the Administrative Agent. (a) The
Depositor hereby represents and warrants to the Trustee that as of the Closing
Date or as of such other date specifically provided herein or in the applicable
Series Supplement:

            (i) the Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware;

            (ii) with respect to each Series Supplement, to the Depositor's
      knowledge, the information set forth in the Term Asset Schedule with
      respect to each Term Asset is true and correct in all material respects at
      the date or dates respecting which such information is furnished;

            (iii) the execution and delivery of this Agreement by the Depositor
      and its performance of and compliance with the terms of this Agreement
      will not violate the Depositor's articles of incorporation or by-laws or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach or
      acceleration of, any material contract, agreement or other instrument to
      which the Depositor is a party or which may be applicable to the Depositor
      or any of its assets;


                                       17
<PAGE>

            (iv) the Depositor has the full power and authority to enter into
      and consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement and
      has duly executed and delivered this Agreement. This Agreement, upon its
      execution and delivery by the Depositor and assuming due authorization,
      execution and delivery by the Trustee, will constitute a valid, legal and
      binding obligation of the Depositor, enforceable against it in accordance
      with the terms hereof, except as such enforcement may be limited by
      bankruptcy, insolvency, reorganization, receivership, moratorium or other
      laws relating to or affecting the rights of creditors generally, and by
      general equity principles (regardless of whether such enforcement is
      considered a proceeding in equity or at law);

            (v) the Depositor is not in violation, and the execution and
      delivery of this Agreement by the Depositor and its performance and
      compliance with the terms of this Agreement will not constitute a
      violation, of any order or decree of any court or any order or regulation
      of any Federal, State, municipal or governmental agency having
      jurisdiction over the Depositor or its properties, which violation would
      reasonably be expected to have a material and adverse effect on the
      condition (financial or otherwise) or operations of the Depositor or its
      properties or on the performance of its duties hereunder; and

            (vi) any additional representations and warranties, if any, that may
      be specified in the applicable Series Supplement.

            It is understood and agreed that the representations and warranties
of the Depositor set forth in this Section 2.4(a) shall survive delivery of the
respective documents to the Trustee and shall inure to the benefit of the
Trustee on behalf of the Certificateholders notwithstanding any restrictive or
qualified endorsement or assignment. Upon discovery by any of the Depositor, the
Administrative Agent, if any, or the Trustee of a breach of any of the foregoing
representations and warranties which materially and adversely affects the
interests of the Certificateholders, the party discovering such breach shall
give prompt written notice thereof to the other parties.

            (b) The Administrative Agent, if any, shall make such
representations, warranties, if any, and covenants that may be specified in the
applicable Series Supplement.

            Upon discovery by any of the Depositor, the Administrative Agent, if
any, or the Trustee of a breach of any of the foregoing representations,
warranties and covenants which materially and adversely affects the interests of
the Certificateholders, the party discovering such breach shall give prompt
written notice thereof to the other parties.

            Section 2.5. Breach of Representation, Warranty or Covenant. (a)
Within 90 days of the earlier of discovery by the Depositor or receipt of notice
by the Depositor of a breach of any representation or warranty of the Depositor
set forth in Section 2.4(a) that materially and adversely affects the interests
of the Certificateholders of a given Series of Certificates, the Depositor shall
cure such breach in all material respects.


                                       18
<PAGE>

            (b) With respect to an Administrative Agent appointed pursuant to
the applicable Series Supplement, within 90 days of the earlier of discovery by
such Administrative Agent or receipt of notice by such Administrative Agent of a
breach of any representation, warranty or covenant of such Administrative Agent
set forth in the applicable Series Supplement that materially and adversely
affects the interests of the Certificateholders, such Administrative Agent shall
cure such breach in all material respects.

            Section 2.6. Agreement to Authenticate and Deliver Certificates.
With respect to each Series of Certificates and the related Trust, the Trustee
hereby agrees and acknowledges that it will, concurrently with the sale to and
receipt by it of the related Term Assets and delivery to it by the Depositor of
executed Certificates of such Series, cause to be authenticated and delivered to
or upon the order of the Depositor, in exchange for the Term Assets and such
other assets constituting the Trust for a given Series, Certificates duly
authenticated by or on behalf of the Trustee in authorized denominations
evidencing ownership of the entire Trust for such Series, all in accordance with
the terms and subject to the conditions of Sections 5.2 and 5.13.

            Section 2.7. Statement of Intent. It is the intention of the parties
hereto that, for purposes of federal income taxes, state and local income and
franchise taxes and any other taxes imposed upon, measured by or based upon
gross or net income, the Trust shall be treated as a grantor trust, but failing
that, as a partnership. The terms of this Agreement shall be interpreted to
further this intention of the parties. The parties hereto agree that, unless
otherwise required by appropriate tax authorities, the Trust shall file or cause
to be filed annual or other necessary returns, reports and other forms
consistent with such intended characterization. Each Certificateholder and each
beneficial owner of a Certificate by acceptance of its Certificate (or its
beneficial interest therein) agrees, unless otherwise required by appropriate
tax authorities, to file its own tax returns and reports in a manner consistent
with such characterization.

                                   ARTICLE III

                          Administration of each Trust

            Section 3.1. Administration of each Trust. (a) The Trustee (and, to
the extent required in the applicable Series Supplement, any Administrative
Agent) shall administer the Term Assets for each given Trust for the benefit of
the Certificateholders of the related Series. In engaging in such activities,
the Trustee (or the Administrative Agent, if applicable) shall, subject to the
provisions of Article VI hereof, follow or cause to be followed collection
procedures in accordance with the terms of this Agreement and the applicable
Series Supplement, the respective Term Assets and any applicable Credit Support
Instruments. With respect to each Trust, and subject only to the above-described
standards and the terms of this Agreement, the related Series Supplement and the
respective Term Assets and applicable Credit Support Instruments, if any, the
Trustee (or the Administrative Agent, if applicable) shall have full power and
authority, acting alone or through Sub-Administrative Agents as provided in
Section 3.2, to do or cause to be done any and all things in connection with
such administration which it deems necessary to comply with the terms of this
Agreement and the applicable Series Supplement.


                                       19
<PAGE>

            (b) Without limiting the generality of the terms of paragraph (a) of
this Section 3.1, with respect to any Series of Certificates, the Administrative
Agent, if any, specified in the applicable Series Supplement shall be hereby
authorized and empowered by the Depositor, when such Administrative Agent
believes it appropriate in its reasonable judgment and when otherwise required
by a Series Supplement, in its own name or in the name of a Sub-Administrative
Agent, (i) to instruct the Trustee to make distributions or payments from the
Certificate Account or any other Account for such Series, as set forth herein or
in the related Series Supplement, and (ii) to the extent specified in the
related Series Supplement, to execute and deliver, on behalf of the
Certificateholders of such Series and the Trustee or any of them, and upon
notice to the Trustee, any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, and all other comparable
instruments, with respect to any of the Term Assets relating to such Series.

            (c) The duties of the Trustee and the Administrative Agent, if any,
shall be performed in accordance with applicable local, State and Federal law,
and the Trustee (or, if specified in the applicable Series Supplement, the
Administrative Agent) shall make any and all filings, reports, notices or
applications with, and seek any comments and authorizations from, the Commission
and any State securities authority on behalf of the Trust for each Series. If
the applicable Series Supplement appoints an Administrative Agent, the Trustee,
in its capacity as Trustee, shall execute, at the direction of such
Administrative Agent, any powers of attorney and other documents necessary or
appropriate to enable the Administrative Agent to carry out any of its
administrative duties hereunder; provided, however, that the Trustee, in its
capacity as Trustee, shall not be accountable for the actions of the
Administrative Agent or any Sub-Administrative Agents under such powers of
attorney.

            Section 3.2. Sub-Administration Agreements Between Administrative
Agent or Trustee and Sub-Administrative Agents.

            (a) Unless otherwise provided in a Series Supplement, an
Administrative Agent specified in the applicable Series Supplement and the
Trustee may enter into Sub-Administration Agreements with one or more
Sub-Administrative Agents in order to delegate their administrative obligations
with respect to a related Series under this Agreement to such Sub-Administrative
Agents; provided, however, that (i) such delegation shall not release either
such Administrative Agent or the Trustee, as applicable, from the duties,
obligations, responsibilities or liabilities arising under this Agreement; (ii)
the Rating Agency Condition shall have been satisfied with respect to the
entering into of any such agreement and (iii) such agreements are consistent
with the terms of this Agreement and, with respect to Certificates of any
Series, the related Series Supplement. With respect to any Series (or Class
within such Series) of Certificates, each Sub-Administration Agreement shall
impose on the Sub-Administrative Agent requirements conforming to the provisions
set forth in Section 3.1 and provide for administration of the related Trust and
all or certain specified Term Assets for such Series consistent with the terms
of this Agreement. Additional requirements relating to the scope and contents of
any Sub-Administration Agreement may be provided in the applicable Series
Supplement. Such Administrative Agent shall deliver to the Trustee and the
Depositor copies of all Sub-Administration Agreements which it enters into, and
any amendments or modifications thereof, promptly upon the Administrative
Agent's execution and delivery of any such instruments.


                                       20
<PAGE>

            (b) As part of its duties hereunder, an Administrative Agent
specified in the applicable Series Supplement shall enforce the obligations of
each Sub-Administrative Agent under any related Sub-Administration Agreement
which it enters into and of the Term Asset Provider, if any, under any Term
Asset Purchase Agreement, for the benefit of the Trustee and the
Certificateholders of a given Series. Such enforcement, including the legal
prosecution of claims, the termination of Sub-Administration Agreements or Term
Asset Purchase Agreements, as appropriate, and the institution of Proceedings
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Administrative Agent, in its good
faith business judgment, deems necessary or advisable, subject in all cases to
the provisions of Article VI hereof.

            Section 3.3. Successor Sub-Administrative Agents. An Administrative
Agent specified in the applicable Series Supplement and the Trustee shall each
be entitled to terminate any Sub-Administration Agreement which it enters into
and the rights and obligations of any Sub-Administrative Agent under any
Sub-Administration Agreement in accordance with the terms and conditions of any
such Sub-Administration Agreement. In the event of a termination of any
Sub-Administration Agreement, the Administrative Agent or the Trustee, as
applicable, shall simultaneously reassume direct responsibility for all
obligations delegated in such Sub-Administration Agreement without any act or
deed on the part of the applicable Sub-Administrative Agent, the Trustee or the
Administrative Agent, and the Administrative Agent or the Trustee, as
applicable, either shall administer directly the related Term Assets or shall
enter into a Sub-Administration Agreement with a successor Sub-Administrative
Agent which so qualifies under Section 3.2.

            Section 3.4. Liability of the Administrative Agent. Notwithstanding
any Sub-Administration Agreement or any of the provisions of this Agreement
relating to agreements or arrangements between an Administrative Agent, if any,
or the Trustee and a Sub-Administrative Agent or references to actions taken
through a Sub-Administrative Agent or otherwise, the Administrative Agent, if
any is specified in the applicable Series Supplement, or the Trustee, as
applicable, shall remain obligated and primarily liable to the Trustee and the
Certificateholders for the administering of the Trust and the Term Assets for
each related Series of Certificates to the extent provided herein and in the
related Series Supplement in accordance with the provisions of Section 3.1
without diminution of such obligation or liability by virtue of any such
Sub-Administration Agreements or arrangements or by virtue of indemnification
from the Sub-Administrative Agent and to the same extent and under the same
terms and conditions as if the Administrative Agent or the Trustee, as
applicable, alone were administering the Term Assets, and the Administrative
Agent or the Trustee, as applicable, shall not thereby be released from any
duties or responsibilities set forth in this Agreement or the related Series
Supplement. The Administrative Agent and the Trustee shall be entitled to enter
into any agreement with a Sub-Administrative Agent for indemnification of the
Administrative Agent or the Trustee by such Sub-Administrative Agent for any
liability or obligation sustained by the Administrative Agent or the Trustee in
connection with any act or failure to act by the Sub-Administrative Agent, and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.

            Section 3.5. No Contractual Relationship Between Certain
Sub-Administrative Agents and Trustee or Certificateholders. Any
Sub-Administration Agreement between an Administrative Agent specified in the
applicable Series Supplement and a Sub-Administrative Agent that may be entered
into and any transactions or services relating to the Term Assets pursuant to
such an agreement shall be deemed to be between the Sub-Administrative Agent and


                                       21
<PAGE>

the Administrative Agent alone, and the Trustee and Certificateholders shall not
be deemed parties thereto and shall have no claims, rights, obligations, duties
or liabilities with respect to the Sub-Administrative Agent except as set forth
in Section 3.6. Except as set forth in Section 3.6, the Administrative Agent
shall be solely liable for all fees owed by it to any Sub-Administrative Agent,
irrespective of whether the Administrative Agent's compensation pursuant to this
Agreement is sufficient to pay such fees; provided, however, that if so provided
in the applicable Series Supplement, a Sub-Administrative Agent shall be
entitled to a Retained Interest in certain Term Assets as and to the extent
specified in the Term Assets Schedule to such Series Supplement. Each such
Sub-Administrative Agent shall be reimbursed by the Administrative Agent for
expenditures made by such Sub-Administrative Agent to the same extent the
Administrative Agent would be reimbursed for such expenditures pursuant to the
terms of this Agreement.

            Section 3.6. Assumption or Termination of Sub-Administration
Agreements by Trustee. Except as and to the extent otherwise provided in a
Series Supplement, in the event an Administrative Agent specified in the
applicable Series Supplement shall for any reason no longer be acting in such
capacity with respect to any Series, the Trustee or its designee shall thereupon
assume all the rights and obligations of the Administrative Agent under each
Sub-Administration Agreement that the Administrative Agent may have entered into
with respect to any Term Asset or Assets related to such Series, provided that
the Trustee may elect to terminate any such Sub-Administration Agreement in
accordance with its terms. Except as otherwise provided in such a Series
Supplement, the Trustee, its designee or any successor Administrative Agent
shall be deemed to have assumed all the Administrative Agent's interest therein
and to have replaced the Administrative Agent as a party to each
Sub-Administration Agreement to the same extent as if each Sub-Administration
Agreement had been assigned to the assuming party; provided, however, that the
Administrative Agent shall not thereby be relieved of any liability or
obligations under any Sub-Administration Agreement and provided further, that
the Trustee shall in no event be obligated to make any Advances if it is
prohibited by law or regulation from doing so or from obligating itself to do
so. The Administrative Agent at its expense shall, upon request of the Trustee,
deliver to such assuming party all documents and records relating to each
Sub-Administration Agreement and the Term Assets then being administered by it
and an accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub-Administration
Agreements to the assuming party.

            Section 3.7. Collection of Certain Term Asset Payments. With respect
to any Series or Class of Certificates, the Trustee (or the Administrative Agent
if specified in the related Series Supplement) shall make reasonable efforts to
collect all payments required to be made pursuant to the terms of the Term
Assets or any related Credit Support Instruments in a manner consistent with the
terms of this Agreement, such Term Assets and any related Credit Support
Instruments.

            Section 3.8. Collections by Sub-Administrative Agent. Unless
otherwise provided in the applicable Series Supplement, in the event a
Sub-Administrative Agent is administering one or more Term Assets pursuant to a
Sub-Administration Agreement, the Sub-Administrative Agent shall be required to
immediately direct the Trustee to deposit into an Eligible Account established
by such Sub-Administrative Agent (a "Sub-Administration Account") any amounts
collected with respect thereto, and not later than the Business Day after
receipt thereof, all such amounts shall be deposited into the related
Certificate Account.


                                       22
<PAGE>

            Section 3.9. Certificate Account. (a) For each Series of
Certificates, the Trustee shall establish and maintain one or more Eligible
Accounts (collectively, the "Certificate Account"), held in trust for the
benefit of the Certificateholders of such Series. The Trustee on behalf of such
Certificateholders shall possess all right, title and interest in all funds on
deposit from time to time in each Certificate Account and in all proceeds
thereof. With respect to each Series of Certificates, the Certificate Account
shall be under the sole dominion and control of the Trustee for the benefit of
the related Certificateholders. With respect to each Series of Certificates, the
Trustee shall deposit or the Administrative Agent, if any, specified in the
applicable Series Supplement shall direct the Trustee to deposit or cause to be
deposited in the Certificate Account no later than the Business Day after
receipt thereof all amounts collected with respect to the Term Assets, any
Credit Support and all Liquidation Proceeds related to such Series including:

            (i) all payments on account of principal of such Term Assets;

            (ii) all payments on account of interest on such Term Assets;

            (iii) all payments on account of premium (if any) on such Term
      Assets;

            (iv) any payments in respect of any such Credit Support;

            (v) any Advances made as required pursuant to Section 4.3; and

            (vi) any interest or investment income earned on funds deposited in
      the related Accounts.

            Unless otherwise specified in the applicable Series Supplement, it
is understood and agreed that payments in the nature of prepayment or redemption
penalties, late payment charges or assumption fees which may be received by the
Trustee or any Administrative Agent shall be deposited by the Trustee or the
Administrative Agent, as applicable, in the Certificate Account and shall not be
retained by the Trustee or the Administrative Agent for its own account.

            If, at any time, the Certificate Account for any Series ceases to be
an Eligible Account, the Trustee shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, as to which the Rating Agency Condition
is met) establish a new Certificate Account meeting the conditions specified
above and transfer any cash and any investments on deposit in the Certificate
Account to such new Certificate Account, and from the date such new Certificate
Account is established, it shall be the Certificate Account for such Series.

            (b) The Trustee shall give notice to the Administrative Agent, if
any, the Depositor and the Rating Agency of the location of each Eligible
Account constituting the Certificate Account and prior to any change thereof.


                                       23
<PAGE>

            (c) The Administrative Agent, if any, shall instruct the Trustee as
to, or otherwise the Trustee shall determine, the appropriate application of
Available Funds with respect to any Distribution Date for which application is
to be made on any such Distribution Date in accordance with the terms of Section
4.1 and the related Series Supplement.

            Section 3.10. Investment of Funds in the Accounts. The Depositor
(or, if so specified in the applicable Series Supplement, the Administrative
Agent), on behalf of the Trust, may direct the Trustee to direct any depository
institution maintaining the Certificate Account or the Reserve Account, if any,
for the applicable Series and any other segregated Eligible Account the contents
of which are held for the benefit of Certificateholders of such Series (each, an
"Account") to invest the funds therein in one or more Permitted Investments
bearing interest or sold at a discount, which shall be held to maturity unless
payable on demand and which funds shall not be reinvested upon the maturity or
demand for payment of such Permitted Investment. If the Depositor (or the
Administrative Agent, if applicable) does not provide any investment directions
to the Trustee, funds held in any Account will be invested in the Permitted
Investments specified in clause (ii) of the definition thereof. Investments of
such funds shall be invested in Permitted Investments that will mature so that
such funds will be available for distribution on the Distribution Date on which
such amounts are to be applied as distributions to Certificateholders. In the
event amounts on deposit in an Account are at any time invested in a Permitted
Investment payable on demand, the Trustee shall:

            (x) consistent with any notice required to be given thereunder,
      demand that payment thereon be made on the last day such Permitted
      Investment may otherwise mature hereunder in an amount equal to the lesser
      of (1) all amounts then payable thereunder and (2) the amount required to
      be withdrawn on such date; and

            (y) demand same day payment of all amounts due thereunder upon a
      determination by the Trustee that such Permitted Investment would not
      constitute a Permitted Investment in respect of funds thereafter on
      deposit in any Account.

            It is the intent of the Trustee, any Administrative Agent, and the
Depositor that each Account shall be a securities account of the Trustee and not
an account of the Depositor or the Administrative Agent. Each Permitted
Investment that constitutes investment property shall be held by the Trustee
through a securities intermediary, which securities intermediary shall agree
with the Trustee that (A) such investment property at all times shall be
credited to a securities account of the Trustee, (B) all property credited to
such securities account shall be treated as a financial asset, (C) such
securities intermediary shall treat the Trustee as entitled to exercise the
rights that comprise each financial asset credited to such securities account,
(D) such securities intermediary shall comply with entitlement orders originated
by the Trustee without the further consent of any other person or entity, (E)
such securities intermediary shall not agree with any person or entity other
than the Trustee to comply with entitlement orders originated by any person or
entity other than the Trustee, (F) such securities account and all property
credited thereto shall not be subject to any lien, security interest, right of
set-off, or encumbrance in favor of such securities intermediary or anyone
claiming through such securities intermediary (other than the Trustee), and (G)
such agreement between such securities intermediary and the Trustee shall be
governed by the laws of the State of New York. Each Permitted Investment that
does not constitute investment property shall be held by the Trustee in the
State of New York. Each term used in the preceding two sentences and defined in
the New York Uniform Commercial Code shall have the meaning set forth in the New
York Uniform Commercial Code.


                                       24
<PAGE>

            Section 3.11. Maintenance of Credit Support. On the applicable
Closing Date, the Trustee or, if so specified in the applicable Series
Supplement, the Depositor or the Administrative Agent, shall, to the extent
specified in the applicable Series Supplement, establish and maintain, or enter
into, as applicable, in the name of the Trustee, either as a part of the related
Trust or outside it, for the benefit of the Certificateholders of the related
Series, the Credit Support specified in the applicable Series Supplement. To the
extent specified in the applicable Series Supplement, the Depositor or the
Administrative Agent, as the case may be, will make or cause to be made any
initial deposit to the Certificate Account or any Reserve Account for the
related Series as of the Closing Date. Unless the Series Supplement for a given
Series provides otherwise, if a Reserve Account exists for such Series,
collections with respect to the Term Assets for such Series not distributed to
the Certificateholders of such Series shall be deposited in the Reserve Account.
The Reserve Account, if any, will not be a part of or otherwise includible in
the Trust but will be held for the benefit of the Credit Support Provider.

            Amounts on deposit in the Reserve Account and amounts available
pursuant to any other Credit Support for such Series shall be applied by the
Trustee to make distributions of principal of and premium (if any) and interest
on the Certificates of such Series as required pursuant to Section 4.1 and the
applicable Series Supplement to the extent that funds are not otherwise
available for such purpose. If specified in such Series Supplement, immediately
after each Distribution Date, amounts on deposit in the Reserve Account for such
Series in excess of a specified amount shall be paid to the Person so specified
in such Series Supplement.

            Section 3.12. Realization Upon Defaulted Term Assets. (a) If:

            (i) default is made in the payment of any installment of interest on
      any Term Asset when the same becomes due and payable, and such default
      continues unremedied for the period specified in the indenture or other
      authorizing document for such Term Asset (or, if no such period is
      specified, five days) after receipt by the Term Assets Issuer of notice
      thereof from the Trustee or receipt by the Term Assets Issuer and the
      Trustee of notice thereof from the Holders of Outstanding Certificates
      representing at least 25% of the Voting Rights; or

            (ii) default is made in the payment of the principal of or any
      installment of the principal of any Term Asset when the same becomes due
      and payable, and such default continues unremedied for the period
      specified in the indenture or other authorizing document for such Term
      Asset (or, if no such period is specified, thirty (30) days) after receipt
      by the Term Assets Issuer of notice thereof from the Trustee or receipt by
      the Term Assets Issuer and the Trustee of notice thereof from the Holders
      of Outstanding Certificates representing at least 25% of the Voting
      Rights;


                                       25
<PAGE>

and the Term Assets Issuer shall, upon demand of the Trustee, fail to pay
forthwith to the Trustee, for the benefit of the Holders, the whole amount then
due and payable on such Term Assets for principal and interest, with interest
upon the overdue principal, at the rate borne by the Term Assets and in addition
thereto such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee and its agents and counsel, to the
extent permitted by law (such event, an "Issuer Payment Default"), then the
Trustee, in its own name and as trustee of an express trust, subject to
provision being made for indemnification against costs, expenses and liabilities
in a form satisfactory to the Trustee, shall institute a Proceeding for the
collection of the sums so due and unpaid, and shall prosecute such Proceeding to
judgment or final decree or settlement, and shall enforce the same against the
Term Assets Issuer or other obligor upon the Term Assets and collect in the
manner provided by law out of the property of the Term Assets Issuer or other
obligor upon the Term Assets wherever situated, the moneys adjudged or decreed
to be payable, unless otherwise directed by Holders of the Required Percentage
-- Direction of the Trustee. In connection therewith, the Trustee shall use its
best reasonable efforts in accordance with such normal and customary procedures
it shall deem necessary or advisable, and shall have the power and authority,
acting alone, to do any and all things in connection therewith and the
administration of the Trust as it may deem necessary or advisable.

            (b) In the event that the Trustee receives money or other property
in respect of the Term Assets (other than a scheduled interest or principal
payment or the payment of any redemption premium on or with respect to the
earlier redemption of the Term Assets) as a result of a payment default on the
Term Assets or actual notice that such moneys or other property will be paid to
the Trustee, the Trustee shall promptly give notice (as provided in Section 10.5
hereof) to the Depositary or, if the Certificates are not then held by the
Depositary, directly to the Holders of the Certificates then outstanding and
unpaid. Such notice shall state that, not later than thirty (30) days after the
receipt of such moneys or other property, the Trustee shall allocate and
distribute such moneys or other property to the Holders of the Outstanding
Certificates then unpaid, in proportion to the Certificate Principal Balance or
Accreted Amount, as applicable, of each class of Outstanding Certificates,
together with accrued interest to the date of distribution, if applicable, and
within each class pro rata by Certificate Principal Balance. Property received,
other than cash, shall be liquidated by the Trustee in a commercially reasonable
manner and the proceeds thereof, after deduction of all reasonable costs of such
liquidation, distributed in cash, only to the extent necessary to avoid
distribution of fractional securities.

            (c) The Trustee (or, if and under the circumstances specified in the
applicable Series Supplement, the Administrative Agent), on behalf of the
Certificateholders, shall assert claims under each applicable Credit Support
Instrument, and shall take such reasonable steps, in addition to those described
in Section 3.12(a), as are necessary to receive payment or to permit recovery
thereunder with respect to any defaulted Term Assets, subject in all cases to
the provisions of Article VI hereof in the case of the Administrative Agent and
Article VIII hereof in the case of the Trustee.

            (d) Unless otherwise provided in a Series Supplement, if the
Administrative Agent or the Trustee, as applicable, is unable to obtain full
recovery in respect of a defaulted Term Asset and any related Credit Support
Instrument pursuant to Section 3.12(c), the Administrative Agent or the Trustee,
as applicable, shall follow or cause to be followed such normal practices and
procedures as it deems necessary or advisable to realize upon such defaulted
Term Asset and such Credit Support Instrument, subject in all cases to the
provisions of Article VI hereof in the case of the Administrative Agent and
Article VIII hereof in the case of the Trustee.


                                       26
<PAGE>

            Section 3.13. Retained Interest. The Retained Interest, if any, in
any Term Asset shall initially be held by the Person so specified in the related
Series Supplement as and to the extent specified in Schedule A thereof. With
respect to each Term Asset, the Retained Interest shall be deducted by the
Trustee, at the written direction of the Administrative Agent, if any, or the
Depositor from applicable collections in respect of such Term Asset. Unless
otherwise provided in the applicable Series Supplement, collections in respect
of Retained Interest shall not be deposited in the Certificate Account for the
applicable Series and shall not constitute a part of the Trust for such Series,
but shall instead be distributed to the holder of such Retained Interest,
provided that the Series Supplement for any Series with respect to which there
is a Retained Interest may provide that, notwithstanding the terms contained
herein, commingled amounts received in respect of assets inclusive of Term
Assets and Retained Interest may initially be deposited in a separate and
discrete Eligible Account established by the Trustee at the direction of the
Administrative Agent, if any, or the Depositor and such Series Supplement may
provide for additional terms relating thereto. Unless otherwise provided in the
applicable Series Supplement, after deduction of all applicable fees as provided
for in this Agreement, on each Distribution Date the Trustee shall allocate on a
pari passu basis any partial recovery on a Term Asset between (a) the Retained
Interest, if any, and (b) distributions to Certificateholders of the applicable
Series.

            Section 3.14. Administrative Agent's Compensation and Reimbursement.
(a) As compensation for its activities, the Administrative Agent, if any,
specified in the applicable Series Supplement shall be entitled to the
Administrative Fee, which shall be paid on the dates, in the amounts, under the
circumstances and in the manner specified in the applicable Series Supplement.

            (b) If, and only to the extent, provided in a Series Supplement, the
Administrative Agent, if any, shall be required to pay from its compensation
hereunder or otherwise all expenses incurred in connection with the Trust for
the related Series and its administration of the Term Assets for the related
Series, including payment of the fees and disbursements of the Trustee
(including the reasonable fees and expenses of its counsel and independent
accountants allocable to such Series), payment of expenses incurred in
connection with distributions and reports to Certificateholders of such Series,
payment of premiums on Credit Support Instruments related to such Series and
other expenses specified in such Series Supplement; provided, however, that
neither the Administrative Agent, if any, nor the Trustee will be responsible
for any Federal, State, local or foreign income and franchise taxes, if any, and
any interest or penalties with respect thereto, assessed on the Trust for such
Series.

            Section 3.15. Statement as to Compliance. An Administrative Agent
appointed pursuant to the applicable Series Supplement, if any, will deliver to
the Trustee, the Depositor and the Rating Agency not later than 90 days
following the end of each fiscal year of the Administrative Agent an Officer's
Certificate executed by two of its Executive Officers stating, as to each
signatory thereof, that (i) a review of the activities of the Administrative
Agent during the preceding year and of performance under this Agreement has been
made under such officer's supervision and (ii) to the best of such officer's
knowledge, based on such review, the Administrative Agent has fulfilled all its
obligations under this Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof. Copies of such
statement received by the Trustee shall be provided by the Trustee to any
Certificateholder upon request at the Certificateholder's expense.


                                       27
<PAGE>

            Section 3.16. Independent Public Accountants' Administration Report.
Unless otherwise specified in the Series Supplement, within four months from the
end of each 12-month period beginning with the period specified in the Series
Supplement for a given Series of Certificates, either the Administrative Agent,
if any, specified in the Series Supplement, or otherwise the Trustee shall cause
a firm of nationally recognized independent public accountants (who may also
render other services to the Administrative Agent, if any, the Trustee or the
Depositor) to furnish a report addressed to the Trustee, the Depositor, the
Rating Agency and each Credit Support Provider for such Series, if any, to the
effect that such firm has examined certain documents and records relating to the
administration of the Term Assets and related Credit Support deposited in or
held by the applicable Trust during the preceding 12-month period (or, in the
case of the first such report, during the period from the Closing Date to the
date specified in the applicable Series Supplement), which report should enable
the recipients thereof to determine whether such administration was conducted in
accordance with the terms of this Agreement and the related Series Supplement.
Such report shall identify any exceptions found during the examination.

            Such report will also indicate that the firm is independent of the
Administrative Agent, if any, and the Trustee within the meaning of the Code of
Professional Ethics of the American Institute of Certified Public Accountants.

            Copies of such statement received by the Trustee shall be provided
by the Trustee to any Certificateholder of such Series upon request without
charge to the requesting Certificateholder.

            The firm of independent public accountants shall be entitled to
compensation in consideration for its duties hereunder in the manner specified
in the applicable Series Supplement.

            Section 3.17. Access to Certain Documentation. The Trustee and the
Administrative Agent, if any, shall provide to any Federal, State or local
regulatory authority that may exercise authority over any Certificateholder
access to the documentation regarding the Term Assets required by applicable
laws and regulations. Such access shall be afforded without charge, but only
upon reasonable request and during normal business hours at the offices of the
Trustee and Administrative Agent, if any, designated by each of them. In
addition, access to the documentation regarding the Term Assets related to a
given Series (or Class within such Series) will be provided to any
Certificateholder of such Series (or Class) upon reasonable request during
normal business hours at the offices of the Trustee and Administrative Agent
designated by each of them at the expense of the Certificateholder requesting
such access.

            Section 3.18. Duties of the Administrative Agent. Notwithstanding
any other provision of this Agreement, with respect to any Series, the
applicable Series Supplement may provide that any Administrative Agent appointed
pursuant to such Series Supplement shall have no rights and no duties,
obligations or liabilities except as provided in such Series Supplement and
herein.


                                       28
<PAGE>

            Section 3.19. Depositor to Furnish Names and Addresses of Holders to
Trustee. The Depositor shall furnish or cause to be furnished to the Trustee not
more than five days before each Distribution Date, and at such other times as
the Trustee may request in writing, a list, in such form as the Trustee may
reasonably require, to the extent such information is in the possession or
control of the Depositor or any of its paying agents, of the Holders of
Certificates as of the close of business on the applicable record date of the
Term Assets; provided, however, that so long as the Trustee maintains the
Certificate Register, no such list shall be required to be furnished.

            Section 3.20. Preservation of Information, Communications to
Holders.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Certificates
contained in the most recent list furnished to the Trustee as provided in
Section 3.19 and the names and addresses of Holders of Certificates received by
the Trustee in its capacity as Certificate registrar. The Trustee may destroy
any list furnished to it as provided in such Section 3.19 upon receipt of a new
list so furnished.

            (b) Holders shall have the right to communicate pursuant to TIA
Section 312(b) with other Holders with respect to their rights under this
Agreement or under the Certificates.

            (c) The Depositor, the Trustee and the Certificate registrar shall
have the protection of TIA Section 312(c).

                                   ARTICLE IV

                 Distributions and Reports to Certificateholders

            Section 4.1. Distributions. On each Distribution Date for a given
Series of Certificates, the Trustee shall apply funds in the Certificate Account
for such Series in the manner and priority set forth in the Series Supplement
for such Series. Notwithstanding any other provisions in this Agreement, the
right of the Holder of any Certificate to receive any such distributions in the
manner and priority set forth in the Series Supplement for such Series and to
institute suit for the enforcement of any such payment on or after the date such
payment is payable, shall not be impaired without the consent of such Holder.

            Section 4.2. Reports to Certificateholders. Unless otherwise
specified in the applicable Series Supplement, on the next Business Day
following each such Distribution Date the Trustee or the Administrative Agent,
if any, as specified in such Series Supplement, shall forward or cause to be
forwarded to the Depositor, each Certificateholder of such Series and such other
Persons as may be specified in such Series Supplement, a statement setting
forth:

            (i) the amount of the distribution on such Distribution Date to
      Certificateholders of each Class of such Series allocable to principal of
      and premium, if any, and interest on the Certificates of each such Class;
      and the amount of aggregate unpaid interest accrued as of such
      Distribution Date;


                                       29
<PAGE>

            (ii) in the case of each Class of Floating Rate Certificates of such
      Series, the respective Floating Pass Through Rate applicable to each such
      Class on such Distribution Date, as calculated in accordance with the
      method specified in such Certificates and the related Series Supplement;

            (iii) the amount of compensation received by any Administrative
      Agent and such other customary information as the Trustee or
      Administrative Agent, as applicable, deems necessary or desirable, or that
      any such Certificateholder reasonably requests, to enable such
      Certificateholders to prepare their tax returns;

            (iv) if the Series Supplement provides for Advances, the aggregate
      amount of Advances, if any, included in such distribution, and the
      aggregate amount of unreimbursed Advances, if any, at the close of
      business on such Distribution Date;

            (v) the aggregate stated principal amount and, if applicable,
      notional amount of the Term Assets related to such Series, the current
      rating assigned by the Rating Agency thereon and the current interest rate
      or rates thereon at the close of business on such Distribution Date;

            (vi) the aggregate Certificate Principal Balance (or Notional
      Amount, if applicable) of each Class of such Series at the close of
      business on such Distribution Date; and

            (vii) as to any Series (or any Class within such Series) for which
      Credit Support has been obtained, the amount or notional amount of
      coverage of each element of Credit Support (and rating, if any, thereof)
      included therein as of the close of business on such Distribution Date.

In the case of information furnished pursuant to subclauses (i) and (iii) above,
the amounts shall be expressed as a Dollar amount (or the equivalent thereof in
any other Specified Currency) per minimum denomination of Certificates or for
such other specified portion thereof. Within a reasonable period of time after
the end of each calendar year, the Trustee shall furnish to each person who at
any time during each such calendar year was a Certificateholder a statement
containing the information set forth in subclauses (i) and (iii) above,
aggregated for such calendar year or the applicable portion thereof during which
such person was a Certificateholder. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as are from time to time in effect.

            Section 4.3. Advances. (a) Unless otherwise specified in the
applicable Series Supplement, an Administrative Agent appointed pursuant to the
Series Supplement shall have no obligation to make Advances (as defined below)
with respect to the Term Assets or in favor of the Holders of any Series (or
Class within such Series) of Certificates. However, as and to the extent
provided in the Series Supplement for a given Series, and subject to the terms
of paragraphs (b) and (c) of this Section 4.3, on or prior to each Distribution
Date, such Administrative Agent shall advance or cause to be advanced in
immediately available funds to the Trustee for deposit in the Certificate
Account for such Series an advance (each, an "Advance") in an amount equal,


                                       30
<PAGE>

unless otherwise specified in the related Series Supplement, to the aggregate of
distributions of principal, premium (if any) and interest due on the Term Assets
for such Series (or Class) during the related Collection Period, to the extent
remaining unpaid at the time of such Advance. In satisfaction of its obligation
to make such Advances, the Administrative Agent shall make such Advances from
either (i) its own funds or (ii) funds with respect to the Term Assets for such
Series or Class on deposit in the Certificate Account for such Series, if any,
that do not constitute Available Funds with respect to such Distribution Date;
provided, however, that, to the extent the Administrative Agent shall have made
Advances from funds on deposit in the applicable Certificate Account, the
Administrative Agent shall immediately deposit funds equal to the aggregate
amount of such Advances into such Certificate Account on any subsequent
Distribution Date to the extent that amounts on deposit in such Certificate
Account on such Distribution Date are less than the amount of distributions
required to be made on such Distribution Date pursuant to Section 4.1 and the
related Series Supplement. The Administrative Agent may recover Advances from
late collections received by the Trustee on the applicable Term Assets, proceeds
from any applicable Credit Support, if any, and Liquidation Proceeds with
respect to the Term Assets for such Series or Class, as specified in the related
Series Supplement, as to which any such unreimbursed Advance was made.

            (b) Notwithstanding any provision herein to the contrary, no Advance
shall be required to be made hereunder if the Administrative Agent reasonably
believes that it will be unable to recover such Advance from related late
collections, Credit Support proceeds, if any, or Liquidation Proceeds with
respect to the applicable Term Assets. It is further understood and agreed that
the Administrative Agent shall not be obligated to make any Advances in respect
of reductions in the amount of collections on the Term Assets due to bankruptcy
proceedings with respect to the Term Assets or the obligors thereof.

            (c) Notwithstanding any provision herein to the contrary, unless
otherwise provided in the Series Supplement for a given Series, any Advances
made in respect of any Term Assets related to such Series (or Class within such
Series) that are subsequently deemed by the Administrative Agent to be
nonrecoverable from related late collections, Credit Support proceeds, if any,
or Liquidation Proceeds may be reimbursed to the Administrative Agent through
the application of amounts on deposit in the Certificate Account for such Series
allocable to any of such Term Assets prior to the distributions of interest,
premium (if any) and principal with respect to the Certificates of such Series
or Class.

            Section 4.4. Compliance with Withholding Requirements. If any
withholding tax is imposed on the payment (or allocations of income) to any
Certificateholder, such tax shall reduce the amount otherwise distributable to
such Holder. The Trustee is hereby authorized and directed to retain from
amounts otherwise distributable to any Holder sufficient funds for the payment
of any tax that is legally owed by the Trust (but such authorization shall not
prevent the Trustee from contesting any such tax in appropriate proceedings and
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings), or that the Trustee may otherwise determine it is obligated
to withhold under applicable law or regulation. The amount of any withholding
tax imposed with respect to any Holder shall be treated as cash distributed to
such Holder at the time it is withheld by the Trustee and remitted to the
appropriate taxing authority. If there is a possibility that withholding tax is
payable with respect to a distribution, the Trustee may in its sole discretion
withhold such amounts in accordance with this Section 4.4. If any Holder wishes
to apply for a refund of any such withholding tax, the Trustee shall reasonably
cooperate with such Holder in making such claim so long as such Holder agrees to
reimburse the Trustee for any out-of-pocket expenses incurred. The Trustee shall
use reasonable efforts to give notice to each Holder of any such withholding
requirement at least 10 days prior to the date of the payment from which amounts
are required to be withheld.


                                       31
<PAGE>

            Section 4.5. Optional Exchange. (a) The terms and conditions, if
any, upon which Certificates of any Series (or Class within such Series) may be
exchanged for a pro rata portion of the Term Assets of the related Trust will be
specified in the related Series Supplement; provided that any right of exchange
shall be exercisable only to the extent that the Depositor provides upon the
Trustee's request an Opinion of Counsel that (i) such exchange would not be
inconsistent with the Depositor's and the Trust's continued satisfaction of the
applicable requirements for exemption under Rule 3a-7 (or other applicable rule
or exemption) under the Investment Company Act of 1940, as amended, and all
applicable rules, regulations and interpretations thereunder and (ii) such
exchange would not cause the Trust to fail to qualify as a grantor trust for
federal income tax purposes. Such terms may relate to, but are not limited to,
the following:

            (1) a requirement that the exchanging Holder tender to the Trustee
      Certificates of each Class within such Series;

            (2) a minimum Certificate Principal Balance or Notional Amount, as
      applicable, with respect to Certificates being tendered for exchange by a
      single Holder;

            (3) a requirement that the Certificate Principal Balance or Notional
      Amount, as applicable, of each Certificate tendered for exchange be an
      integral multiple of an amount specified in such Series Supplement;

            (4) specified dates during which a Holder may effect such an
      exchange (each, an "Optional Exchange Date");

            (5) limitations on the right of an exchanging Holder to receive any
      benefit upon exchange from any Credit Support or Term Assets which are not
      debt securities; and

            (6) adjustments to the value of the proceeds of any exchange based
      upon required prepayment of future expense allocations and if provided for
      in the applicable Series Supplement the establishment of a reserve for any
      anticipated Extraordinary Trust Expenses.

            (b) Unless otherwise provided in the applicable Series Supplement,
no Certificate may be exchanged pursuant to the preceding paragraph unless the
Trustee has received at least 30 days but not more than 45 days prior to an
Optional Exchange Date in accordance with delivery instructions specified in the
applicable Series Supplement (i) such Certificate with the form entitled "Option
to Elect Exchange" on the reverse thereof duly completed, or (ii) a telegram,
telex, facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc., the Depositary
(in accordance with its normal procedures) or a commercial bank or trust company
in the United States setting forth the name of the Holder of such Certificate,
the Certificate Principal Balance or Notional Amount of such Certificate to be


                                       32
<PAGE>

exchanged and the Certificate number or a description of the tenor and the terms
of such Certificate, a statement that the option to elect exchange is being
exercised thereby and an assurance that the Certificate to be exchanged with the
form entitled "Option to Elect Exchange" on the reverse of the Certificate duly
completed will be received by such Trustee not later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter, and
such Certificate and form duly completed must be received by such Trustee by
such fifth Business Day. Any tender of a Certificate by the Holder thereof for
exchange shall be irrevocable. Unless otherwise provided in the applicable
Series Supplement, the exchange option may be exercised pursuant to this Section
by the Holder of a Certificate for less than the Certificate Principal Balance
or Notional Amount of such Certificate as long as the Certificate Principal
Balance or Notional Amount remaining Outstanding after such exchange is an
authorized denomination and all other exchange requirements set forth in the
related Series Supplement are satisfied. Upon such partial exchange, such
Certificate shall be cancelled and a new Certificate or Certificates for the
remaining Certificate Principal Balance or Notional Amount thereof shall be
issued (which, in the case of any Certificate, shall be in the name of the
Holder of such exchanged Certificate).

            (c) Upon the completion of any such Optional Exchange, the Trustee
shall give prompt written notice thereof to the Rating Agency.

                                    ARTICLE V

                                The Certificates

            Section 5.1. The Certificates. The Certificates of any Series (or
Class within such Series) will be issued in fully registered form as
Certificates and shall be substantially in the form of the exhibits with respect
thereto attached to the applicable Series Supplement. The aggregate Certificate
Principal Balance or Notional Amount of Certificates which may be authenticated
and delivered under this Agreement is unlimited.

            The Certificates may be issued in one or more Series, each of which
Series may be issued in one or more Classes, with such further particular
designations added or incorporated in such title for the Certificates of any
particular Series or Class within such Series as the Board of Directors may
determine. Each Certificate shall bear upon its face the designation so selected
for the Series and Class to which it belongs. All Certificates of the same
Series and Class shall be identical in all respects except for the denominations
thereof. All Certificates of all Classes within any one Series at any time
Outstanding shall be identical except for differences among the Certificates of
the different Classes within such Series specified in the applicable Series
Supplement. Except as otherwise provided in a Series Supplement, all
Certificates of a particular Series (and all Classes within such Series) issued
under this Agreement shall be in all respects equally and ratably entitled to
the benefits hereof without preference, priority or distinction on account of
the actual time or times of authentication and delivery, all in accordance with
the terms and provisions of this Agreement.

            Each Series (and all Classes within such Series) of Certificates
shall be created by a Series Supplement authorized by the Board of Directors and
establishing the terms and provisions of such Series. The several Series may
differ as between Series and any Class may vary as between the other Classes
within any given Series in respect of any of the following matters:


                                       33
<PAGE>

            (1) designation of such Series and Class;

            (2) the dates on which or periods during which the Certificates of
      such Series and Class may be issued;

            (3) the number of Classes, the maximum Certificate Principal Balance
      or Notional Amount of Certificates of each Class that may be issued and
      any priorities or subordination among Classes of a Series with respect to
      distributions from the Trust;

            (4) for each Class of Certificates, the Pass Through Rate and, in
      the case of each Class of Floating Rate Certificates, the method for
      calculating such Pass Through Rate;

            (5) the terms of the Letter of Credit, if any, or of the Surety
      Bond, if any, or of any other Credit Support for the benefit of the
      Certificateholders of such Series or Class or group of Classes;

            (6) the places, if any, in addition to or instead of the Corporate
      Trust Office of the Trustee (in the case of Certificates), where the
      principal of (and premium, if any) and interest on Certificates of such
      Series and Class shall be distributable;

            (7) the authorized denominations (if other than $100,000 and
      integral multiples of $1,000 in excess thereof) with respect to such
      Series or Class;

            (8) the Collection Periods, the Distribution Dates and the Scheduled
      Final Distribution Dates for such Series and Class;

            (9) the types of Term Assets that will be included in the Trust for
      such Series and the manner and priorities of allocating distributions with
      respect to collections of principal (and premium, if any) and interest
      payments allocable to such Term Assets among Holders of Certificates of
      different Classes (including whether the Certificates of any such Class
      are to be entitled to receive principal distributions with
      disproportionate, nominal or no interest distributions, or interest
      distributions with disproportionate, nominal or no principal
      distributions, and, in each case, the applicable terms thereof);

            (10) the amount, if any, to be deposited on the Closing Date in the
      Certificate Account for such Series;

            (11) the manner in which the Reserve Account, if any, is to be
      funded, the amount, if any, to be deposited therein on the Closing Date
      and the Requisite Reserve Amount, if any, for such Series or Class;

            (12) the terms of any Guaranteed Investment Contract sold as part of
      the related Trust;


                                       34
<PAGE>

            (13) the provisions, if any, for the optional exchange of the
      Certificates of such Series by the Certificateholders of such Series and
      the periods within which or the dates on which, and the terms and
      conditions on which, such Certificates may be exchanged in whole or in
      part for a pro rata portion of the Term Assets related to such Series;

            (14) whether the Certificates of such Series or Class are to be
      issued as Discount Certificates and the amount of discount with which such
      Certificates may be issued;

            (15) whether the Certificates of such Series or Class are to be
      issued in whole or in part in the form of one or more Global Securities
      and, in such case, the Depositary for such Global Security or Securities
      and the terms and conditions, if any, upon which interests in such Global
      Security or Securities may be exchanged in whole or in part for the
      individual Certificates represented thereby;

            (16) if other than Dollars, the Currency in which Certificates of
      such Series or Class shall be denominated or in which distributions of the
      principal of (and premium, if any) and interest on such Certificates may
      be made and any other terms concerning such payment;

            (17) if the principal of (and premium, if any) or interest on
      Certificates of such Series or Class are to be distributable, at the
      election of the Depositor or a Holder thereof, in a Currency other than
      that in which such Certificates are denominated or distributable without
      such election, the periods within which and the terms and conditions upon
      which such election may be made and the time and the manner of determining
      the exchange rate between the Currency in which such Certificates are
      denominated or distributable without such election and the Currency in
      which such Certificates are to be distributed if such election is made;

            (18) any additional Administrative Agent Termination Events or
      representations, warranties or covenants provided for with respect to
      Certificates of such Series;

            (19) provisions with respect to the terms for which the definitions
      set forth in Article I permit or require further specification in the
      related Series Supplement, including:

                           (a)      "Accounting Date";
                           (b)      "Accreted Amount";
                           (c)      "Administrative Agent";
                           (d)      "Administrative Fee";
                           (e)      "Available Funds";
                           (f)      "Basic Documents";
                           (g)      "Calculation Agent";
                           (h)      "Call Premium Percentage";
                           (i)      "Closing Date";
                           (j)      "Collection Period";
                           (k)      "Corporate Trust Office";
                           (l)      "Credit Support";


                                       35
<PAGE>

                           (m)      "Credit Support Instrument";
                           (n)      "Credit Support Provider";
                           (o)      "Cut-off Date";
                           (p)      "Depositary";
                           (q)      "Depository Agreement";
                           (r)      "Discount Certificates";
                           (s)      "Distribution Date";
                           (t)      "Event of Default";
                           (u)      "Extraordinary Trust Expense";
                           (v)      "Final Scheduled Distribution Date";
                           (w)      "Fixed Pass Through Rate";
                           (x)      "Floating Pass Through Rate";
                           (y)      "Floating Rate Certificate";
                           (z)      "Global Securities";
                           (aa)     "Guaranteed Investment Contract";
                           (bb)     "Letter of Credit";
                           (cc)     "Limited Guarantor";
                           (dd)     "Limited Guaranty";
                           (ee)     "Notional Amount";
                           (ff)     "Optional Exchange Date";
                           (gg)     "Pass Through Rate";
                           (hh)     "Permitted Investments";
                           (ii)     "Place of Distribution";
                           (jj)     "Purchase Price";
                           (kk)     "Qualified Substitute Term Asset";
                           (ll)     "Rating Agency";
                           (mm)     "Rating Agency Condition";
                           (nn)     "Record Date";
                           (oo)     "Required Interest";
                           (pp)     "Required Premium";
                           (qq)     "Required Principal";
                           (rr)     "Required Percentage";
                           (ss)     "Required Rating";
                           (tt)     "Requisite Reserve Amount";
                           (uu)     "Retained Interest";
                           (vv)     "Scheduled Final Distribution Date";
                           (ww)     "Specified Currency";
                           (xx)     "Surety Bond";
                           (yy)     "Term Asset Provider";
                           (zz)     "Term Asset Purchase Agreement";
                           (aaa)    "Term Assets";
                           (bbb)    "Term Assets Issuer";
                           (ccc)    "Term Assets Schedule";
                           (ddd)    "Trust";
                           (eee)    "Trustee";
                           (fff)    "Trust Termination Event";


                                       36
<PAGE>

                           (ggg)    "Voting Rights";

            (20) rights and remedies provided to any Credit Support Provider
      with respect to all or a portion of the Trust for such Series or Class;

            (21) any restrictions on the sale and transfer of the Certificates,
      including restrictions arising out of the Employee Retirement Income
      Security Act of 1974, as amended, or the Code; and

            (22) any other provisions expressing or referring to the terms and
      conditions upon which the Certificates of such Series or Class are to be
      issued under this Agreement that do not prevent such Certificates from
      receiving the Required Rating.

            In the absence of any specification pursuant to this Section 5.1
with respect to Certificates of any Series, the Certificates of such Series
shall be issuable only as Certificates in denominations of $100,000 and in
integral multiples thereof and shall be payable only in Dollars.

            A different Trustee and an Administrative Agent may be appointed by
the Depositor for each Series of Certificates prior to the issuance of such
Series provided that the Rating Agency Condition is met. If the initial Trustee
is to be other than U.S. Bank Trust National Association, or there is to be an
Administrative Agent, then such Series Supplement shall provide for the
appointment of such Trustee or such Administrative Agent or both, as applicable,
of such Series and shall add or change any of the provisions of this Agreement
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder and of the Term Assets; it being understood that nothing
contained herein or in such Series Supplement shall constitute the Trustees for
different Series as co-trustees for the same Series or the administrative agents
for different Series as co-administrative agents for the same Series, and that
each Trustee shall be a trustee of a trust or trusts separate and apart from any
trust or trusts hereunder of any other Trustee, and that each Administrative
Agent shall be an administrative agent of a Trust separate and apart from any
other Trust. Upon final appointment of any new Trustee or Administrative Agent,
the Trustee shall provide a notice of such appointment to the Rating Agency not
later than 15 days following such appointment.

            Section 5.2. Execution, Authentication and Delivery. (a) The
Certificates shall be executed by the Depositor by its President, its Treasurer,
one of its Vice Presidents, or one of its Finance Officers. The signature of any
of these officers may be manual or facsimile. Certificates bearing the manual or
facsimile signature of individuals who were at any time the proper officers of
the Depositor shall be binding, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificates.

            (b) Each Certificate shall be dated as of the later of the date
specified in the related Series Supplement and the date of its authentication.

            (c) No Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, unless there appears on
such Certificate a certificate of authentication substantially in one of the
forms provided for herein executed by the Trustee by the manual signature of one
of its authorized signatories, and such certificate upon any Certificate shall
be conclusive evidence, and the only evidence, that such Certificate has been
duly authenticated and delivered hereunder and is entitled to the benefits of
this Agreement.


                                       37
<PAGE>

            Section 5.3. Temporary Certificates. Pending the preparation of
Definitive Certificates of any Series (or Class within such Series), the
Depositor may execute, and upon receipt of a Depositor Order, the Trustee shall
authenticate and deliver temporary Certificates which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the Definitive Certificates in lieu of which they
are issued, in registered form and with such appropriate insertions, omissions,
substitutions and other variations as may be authorized by such Depositor Order.
Any such temporary Certificate may be in global form, representing all or a
portion of the Outstanding Certificates of such Series or Class. Every such
temporary Certificate shall be executed by the Depositor and shall be
authenticated and delivered by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the Definitive
Certificate or Definitive Certificates in lieu of which it is issued.

            If temporary Certificates of any Series (or Class within such
Series) are issued, the Depositor will cause Definitive Certificates of such
Series or Class to be prepared without unreasonable delay and (a) after the
preparation of Definitive Certificates of such Series or Class, the temporary
Certificates of such Series or Class shall be exchangeable for Definitive
Certificates of such Series or Class upon surrender of the temporary
Certificates of such Series or Class at the office of the Trustee in a Place of
Distribution for such Series or Class, without charge to the Holder, except as
provided in Section 5.4 in connection with a transfer and (b) upon surrender for
cancellation of any one or more temporary Certificates of any Series or Class
within such Series the Depositor shall execute and the Trustee shall
authenticate and deliver in exchange therefor Definitive Certificates with a
like Certificate Principal Balance or Notional Amount, as applicable, of the
same Series (or Class within such Series) of authorized denominations and of
like tenor. Until so exchanged, temporary Certificates of any Series (or Class
within such Series) shall in all respects be entitled to the same benefits under
this Agreement as Definitive Certificates of such Series or Class, except as
otherwise specified in the applicable Series Supplement with respect to the
payment of interest on Global Securities in temporary form.

            Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Definitive Certificates
represented thereby pursuant to this Section 5.3 or Section 5.4, the temporary
Global Security shall be endorsed by the Trustee to reflect the reduction of the
aggregate Certificate Principal Balance or Notional Amount, as applicable,
evidenced thereby, whereupon the aggregate Certificate Principal Balance or
Notional Amount, as applicable, of such temporary Global Security shall be
reduced for all purposes by the amount so exchanged and endorsed.

            Section 5.4. Registration; Registration of Transfer and Exchange.
The Trustee shall cause to be kept a register for each Series of Certificates
(the registers maintained in such office and in any other office or agency of
the Trustee in a Place of Distribution being herein sometimes collectively
referred to as the "Certificate Register") in which a transfer agent and
registrar (which may be the Trustee) (the "Certificate Registrar") shall provide
for the registration of Certificates and the registration of transfers and
exchanges of Certificates. The Trustee is hereby initially appointed Certificate
Registrar for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided; provided, however, that the
Trustee may appoint one or more co-Certificate Registrars. Upon any resignation
of any Certificate Registrar, the Depositor shall promptly appoint a successor
or, in the absence of such appointment, assume the duties of Certificate
Registrar.


                                       38
<PAGE>

            If a Person other than the Trustee is appointed by the Depositor as
Certificate Registrar, the Depositor will give the Trustee prompt written notice
of the appointment of a Certificate Registrar and of the location, and any
change in the location, of the Certificate Register, and the Trustee shall have
the right to rely upon a certificate executed on behalf of the Certificate
Registrar by an Executive Officer thereof as to the names and addresses of the
Holders of the Certificates and the principal amounts and numbers of such
Certificates.

            Upon surrender for registration of transfer of any Certificate of
any Series (or Class within such Series) at the office or agency of the Trustee,
if the requirements of Section 8-401(1) of the Uniform Commercial Code are met
to the Depositor's satisfaction, the Depositor shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of any authorized denominations, of a
like Series, Class and aggregate Certificate Principal Balance or Notional
Amount, as applicable.

            Notwithstanding any other provision of this Section, unless and
until it is exchanged in whole or in part for the individual Certificates
represented thereby, a Global Security representing all or a portion of the
Certificates of a Series (or Class within such Series) may not be transferred
except as a whole by the Depositary for such Series or Class to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such Series or Class or a nominee of such successor
Depositary.

            At the option of the Holder, Certificates of any Series (or Class
within such Series) (other than a Global Security, except as set forth below)
may be exchanged for other Certificates of the same Series or Class of any
authorized denomination or denominations of like tenor and aggregate Certificate
Principal Balance or Notional Amount, as applicable, upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee maintained
for such purpose.

            Whenever any Certificates are so surrendered for exchange, the
Depositor shall execute and the Trustee shall authenticate and deliver the
Certificates that the Holder making the exchange is entitled to receive.

            If at any time the Depositary for the Certificates of a Series (or
Class within such Series) notifies the Depositor that it is unwilling or unable
to continue as Depositary for the Certificates of such Series or Class or if at
any time the Depositary for the Certificates of such Series or Class shall no
longer be eligible under Section 5.9(b), the Depositor shall appoint a successor
Depositary with respect to the Certificates of such Series or Class. If a
successor Depositary for the Certificates of such Series or Class is not
appointed by the Depositor within 90 days after the Depositor receives such
notice or becomes aware of such ineligibility, the Depositor's election pursuant
to Section 5.1 shall no longer be effective with respect to the Certificates of
such Series or Class and the Depositor will execute, and the Trustee, upon
receipt of a Depositor Order for the authentication and delivery of individual
Certificates of such Series or Class, will authenticate and deliver individual
Certificates of such Series or Class in an aggregate Certificate Principal
Balance or Notional Amount, as applicable, equal to the aggregate Certificate
Principal Balance or Notional Amount, as applicable, of the Global Security or
Securities representing Certificates of such Series or Class in exchange for
such Global Security or Securities.


                                       39
<PAGE>

            The Depositor may at any time and in its sole discretion determine
that individual Certificates of any Series (or Class within such Series) issued
in the form of one or more Global Securities shall no longer be represented by
such Global Security or Securities. In such event the Depositor shall execute,
and the Trustee, upon receipt of a Depositor Order for the authentication and
delivery of individual Certificates of such Series or Class, shall authenticate
and deliver, individual Certificates of such Series or Class in an aggregate
Certificate Principal Balance or Notional Amount, as applicable, equal to the
aggregate Certificate Principal Balance or Notional Amount, as applicable, of
the Global Security or Securities representing Certificates of such Series or
Class in exchange for such Global Security or Securities.

            If specified by the Depositor pursuant to Section 5.1 with respect
to a Series (or Class within such Series) of Certificates, the Depositary for
such Series may surrender a Global Security for such Series or Class in exchange
in whole or in part for individual Certificates of such Series or Class on such
terms as are acceptable to the Depositor and such Depositary. Thereupon, the
Depositor shall execute, and the Trustee, upon receipt of a Depositor Order,
shall authenticate and deliver, without service charge,

            (i) to each Person specified by such Depositary a new individual
      Certificate or Certificates of the same Series or Class, of any authorized
      denomination as requested by such Person in an aggregate Certificate
      Principal Balance or Notional Amount, as applicable, equal to and in
      exchange for such Person's beneficial interest in the Global Security; and

            (ii) to such Depositary a new Global Security in a denomination
      equal to the difference, if any, between the aggregate Certificate
      Principal Balance or Notional Amount, as applicable, of the surrendered
      Global Security and the aggregate Certificate Principal Balance or
      Notional Amount, as applicable, of individual Certificates delivered to
      Holders thereof.

            In any exchange provided for in any of the preceding three
paragraphs, the Depositor shall execute, and the Trustee, upon receipt of a
Depositor Order, will authenticate and deliver individual Certificates in
registered form in authorized denominations.

            Upon the exchange of a Global Security for individual Certificates,
such Global Security shall be cancelled by the Trustee. Individual Certificates
issued in exchange for a Global Security pursuant to this Section 5.4 shall be
registered in such names and in such authorized denominations as the Depositary
for such Global Security, pursuant to instructions from its Participants, any
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Certificates to the Persons in whose names such Certificates
are so registered.


                                       40
<PAGE>

            All Certificates issued upon any registration of transfer or
exchange of Certificates shall constitute complete and indefeasible evidence of
ownership in the Trust related to such Certificates and be entitled to the same
benefits under this Agreement as the Certificates surrendered upon such
registration of transfer or exchange.

            Every Certificate presented or surrendered for registration of
transfer or exchange shall (if so required by the Depositor, the Trustee or the
Certificate Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Depositor, the Trustee and
the Certificate Registrar, duly executed, by the Holder thereof or his attorney
duly authorized in writing, with such signature guaranteed by a brokerage firm
or financial institution that is a member of a Securities Approved Medallion
Program such as Securities Transfer Agents Medallion Program (STAMP), Stock
Exchange Medallion Program (SEMP) or New York Stock Exchange Inc. Medallion
Signature Program (MSP).

            No service charge shall be made to a Holder for any registration of
transfer or exchange of Certificates, but the Depositor may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Certificates,
other than exchanges pursuant to Section 5.3 not involving any transfer.

            Section 5.5. Mutilated, Destroyed, Lost and Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Trustee at its Corporate
Trust Office (in the case of Certificates) or (ii) the Depositor and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and there is delivered to the Depositor and the Trustee such
security or indemnity as they may require to hold each of them and any Paying
Agent harmless, and neither the Depositor nor the Trustee receives notice that
such Certificate has been acquired by a bona fide purchaser, then the Depositor
shall execute and the Trustee, upon receipt of a Depositor Order, shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate a new Certificate of the same Series and
Class of like tenor, form, terms and principal amount, bearing a number not
contemporaneously Outstanding.

            Upon the issuance of any new Certificate under this Section, the
Depositor may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in respect thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

            Every new Certificate of any Series or Class issued pursuant to this
Section shall constitute complete and indefeasible evidence of ownership in the
Trust related to such Series, whether or not the destroyed, lost or stolen
Certificate shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Agreement equally and proportionately with any and all
other Certificates of that Series or Class duly issued hereunder.


                                       41
<PAGE>

            The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Certificates.

            Section 5.6. Distribution of Interest; Interest Rights Preserved.
(a) Interest on any Certificate that is payable and is punctually paid or duly
provided for on any Distribution Date shall be distributed to the Person in
whose name such Certificate (or one or more Predecessor Certificates) is
registered at the close of business on the related Record Date notwithstanding
the cancellation of such Certificate upon any transfer or exchange subsequent to
such related Record Date. The distribution of interest on Certificates shall be
made at the Corporate Trust Office (except as otherwise specified pursuant to
Section 5.1) or, at the option of the Trustee, by check mailed to the address of
the Person entitled thereto as such address shall appear in the Certificate
Register or, if provided pursuant to Section 5.1 and in accordance with
arrangements satisfactory to the Trustee, at the option of the Holder by wire
transfer to an account designated by the Holder.

            (b) Subject to the foregoing provisions of this Section 5.6, each
Certificate delivered under this Agreement upon transfer of or in exchange for
or in lieu of any other Certificate shall carry the rights to interest accrued
and undistributed, and to accrue, that were carried by such other Certificate.

            (c) All computations of interest due with respect to any Certificate
of any Series or Class within such Series shall be made as specified in the
Series Supplement applicable to that particular Series or Class of Certificates.

            (d) With respect to any computations or calculations to be made
under this Agreement, the applicable Series Supplement and the Certificates,
except as otherwise provided, (i) all percentages resulting from any calculation
of accrued interest will be rounded, if necessary, to the nearest 1/100,000 of
1% (.0000001), with five one-millionths of a percentage point rounded upward,
and (ii) all currency amounts will be rounded to the nearest one-hundredth of a
unit (with .005 of a unit being rounded upward).

            (e) Notwithstanding any other provisions in this Agreement, the
right of the Holder of any Certificate to receive any of the payments described
above in this Section 5.6, and to institute suit for the enforcement of any such
payment on or after the date such payment is payable, shall not be impaired
without the consent of such Holder.

            Section 5.7. Persons Deemed Owners. The Depositor, the Trustee and
the Administrative Agent, if any, and any agent of the Depositor, the Trustee or
the Administrative Agent, if any, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions of principal of (and premium, if any) and (subject to
Section 5.6) interest, if any, on such Certificate and for all other purposes
whatsoever, whether or not such Certificate be overdue, and neither the
Depositor, the Trustee, the Administrative Agent, if any, nor any agent of the
Depositor, the Trustee nor the Administrative Agent, if any, shall be affected
by notice to the contrary. All distributions made to any Holder, or upon his
order, shall be valid, and, to the extent of the sum or sums paid, effectual to
satisfy and discharge the liability for moneys distributable upon such
Certificate.


                                       42
<PAGE>

            None of the Depositor, the Trustee, the Administrative Agent, if
any, or any of their agents will have any responsibility or liability for any
aspect of the records relating to or distributions made on account of beneficial
ownership interests in a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

            In connection with any notice or other communication to be provided
to Holders pursuant to this Agreement by the Trustee with respect to any consent
or other action to be taken by Holders, the Trustee shall establish a record
date for such consent or other action and in the case of Global Certificates,
give the Depositary notice of such record date not less than 15 calendar days in
advance of such record date to the extent possible. Such record date shall be
the later of thirty (30) days prior to the first solicitation of such consent or
other action or the date of the most recent list of Holders furnished to the
Trustee pursuant to Section 3.19 hereof.

            Section 5.8. Cancellation. Unless otherwise specified pursuant to
Section 5.1 for Certificates of any Series, all Certificates surrendered for
payment, redemption, transfer or exchange shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. No Certificates shall be authenticated in lieu of or in
exchange for any Certificates cancelled as provided in this Section, except as
expressly permitted by this Agreement.

            Section 5.9. Global Securities. (a) If the Series Supplement
pursuant to Section 5.1 provides that a Series (or Class within such Series) of
Certificates shall be represented by one or more Global Securities, then the
Depositor shall execute and the Trustee shall authenticate and deliver one or
more Global Securities that (i) shall represent an aggregate initial Certificate
Principal Balance or Notional Amount, as applicable, equal to the aggregate
initial Certificate Principal Balance or Notional Amount, as applicable, of the
Certificates of such Series or Class to be represented by such one or more
Global Securities, (ii) shall be registered, in the name of the Depositary for
such Global Security or Securities or the nominee of such Depositary, (iii)
shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instruction and (iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole or in part for the
individual Certificates represented hereby, this Global Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

            No Holder of a Certificate of such Series or Class will receive a
Definitive Certificate representing such Holder's interest in such Certificate
or Certificates, except as provided in Section 5.11. Unless and until
definitive, fully registered Certificates (the "Definitive Certificates") have
been issued to Holders of such Series or Class pursuant to Section 5.11:

            (i) the provisions of this Section 5.9 shall be in full force and
      effect;

            (ii) the Certificate Registrar and the Trustee shall be entitled to
      deal with the Depositary for all purposes of this Agreement (including the
      distribution of principal of, and premium, if any, and interest on the
      Certificates and the giving of instructions or directions hereunder) as
      the sole Holder of the Certificates of such Series or Class, and shall
      have no obligation to the owners of beneficial interests in such Series or
      Class (collectively, the "Certificate Owners");


                                       43
<PAGE>

            (iii) to the extent that the provisions of this Section 5.9 conflict
      with any other provisions of this Agreement, the provisions of this
      Section 5.9 shall control;

            (iv) the rights of Certificate Owners of such Series or Class shall
      be exercised only through the Depositary and shall be limited to those
      established by law and agreements between such Certificate Owners and the
      Depositary or its Participants; and

            (v) whenever this Agreement requires or permits actions to be taken
      based upon instructions or directions of Holders of Certificates of such
      Series or Class evidencing a specified percentage of the aggregate Voting
      Rights of such Series or Class, the Depositary shall be deemed to
      represent such percentage only to the extent that it has received
      instructions to such effect from Certificate Owners of such Series or
      Class or Participants in such Depositary's system owning or representing,
      respectively, such required percentage of the beneficial interest in the
      Certificates of such Series or Class and has delivered such instructions
      to the Trustee.

            (b) Each Depositary designated pursuant to Section 5.1 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as such Depositary, be a clearing agency registered under
the Exchange Act and any other applicable statute or regulation.

            Section 5.10. Notices to Depositary. Whenever a notice or other
communication to the Holders of a Series or Class within such Series represented
by one or more Global Securities is required under this Agreement, unless and
until Definitive Certificates for such Series or Class shall have been issued to
such Certificate Owners pursuant to Section 5.11, the Trustee shall give all
such notices and communications specified herein to be given to Holders of the
Certificates of such Series to the Depositary, and shall have no obligation to
the Certificate Owners.

            Section 5.11. Definitive Certificates. If in respect of a Series (or
Class within such Series) represented by one or more Global Securities (i) the
Depositor advises the Trustee in writing that the Depositary is no longer
willing or able to properly discharge its responsibilities with respect to the
Certificates of such Series or Class and the Depositor is unable to locate a
qualified successor, (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system for such Series or
Class through the Depositary or (iii) after the occurrence of an Administrative
Agent Termination Event, Certificate Owners representing beneficial interests
aggregating at least a majority (or such other Required Percentage--Definitive
Certificates that may be specified in a Series Supplement) of the Voting Rights
of the Certificates of such Series or Class advise the Depositary in writing
that the continuation of a book-entry system for such Series or Class through
the Depositary is no longer in the best interests of the Certificate Owners of
such Series or Class, then the Depositary shall notify all Certificate Owners or
Participants in the Depositary's system with respect to such Series or Class and
the Trustee of the occurrence of any such event and of the availability of
Definitive Certificates for such Series or Class to Certificate Owners of such
Series or Class requesting the same. Upon surrender to the Trustee of the Global
Securities of such Series or Class by the Depositary, accompanied by
registration instructions, the Depositor shall execute and the Trustee shall
authenticate the Definitive Certificates of such Series or Class in accordance
with the instructions of the Depositary. None of the Depositor, the Certificate
Registrar or the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates of such Series
or Class, the Trustee shall recognize the holders of the Definitive Certificates
of such Series or Class as Holders.


                                       44
<PAGE>

            Section 5.12. Currency of Distributions in Respect of Certificates.

            (a) Except as otherwise specified pursuant to Section 5.1 for
Certificates of any Series (or Class within such Series), distributions of the
principal of (and premium, if any) and interest on Certificates of such Series
or Class will be made in Dollars.

            (b) For purposes of any provision of the Agreement where the Holders
of Outstanding Certificates may perform an act that requires that a specified
percentage of the aggregate Voting Rights of the Certificates of all Series
perform such act and for purposes of any decision or determination by the
Trustee of amounts due and not distributed for the principal of (and premium, if
any) and interest on the Certificates of all Series in respect of which moneys
are to be disbursed ratably, the principal of (and premium, if any) or notional
amount of, as applicable, and interest on the Outstanding Certificates
denominated in a Foreign Currency will be the amount in Dollars based upon
exchange rates, determined as specified pursuant to Section 5.1 for Certificates
of such Series, as of the date for determining whether the Holders entitled to
perform such act have performed it or as of the date of such decision or
determination by the Trustee, as the case may be.

            (c) With respect to Certificates of any Series (or Class within such
Series), any decision or determination to be made regarding exchange rates shall
be made by an Exchange Rate Agent appointed by the Depositor; provided that such
Exchange Rate Agent shall accept such appointment in writing and the terms of
such appointment shall be acceptable to the Trustee and shall, in the opinion of
the Depositor at the time of such appointment, require such Exchange Rate Agent
to make such determination by a method consistent with the method provided in
the applicable Series Supplement for the making of such decision or
determination. All decisions and determinations of such Exchange Rate Agent
regarding exchange rates shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Depositor, the Trustee and all Holders of the Certificates of
such Series or Class.

            (d) If distributions in respect of a Certificate are required to be
made in a Specified Currency other than Dollars and such currency is unavailable
due to the imposition of exchange controls or other circumstance beyond the
control of the Trustee, the Administrative Agent, if any, and the Depositor or
is no longer used by the government of the country issuing such Specified
Currency or is no longer commonly used for the settlement of transactions by
public institutions of or within the international banking community, then all
distributions in respect of such Certificate shall be made in Dollars until such
Specified Currency is again so used in the manner specified in the related
Series Supplement.


                                       45
<PAGE>

            Section 5.13. Conditions of Authentication and Delivery of New
Series. Certificates of a new Series may be issued at any time and from time to
time after the execution and delivery of this Agreement. The Depositor shall
execute and deliver Certificates of such Series to the Trustee and the Trustee
shall authenticate and deliver such Certificates upon a Depositor Order and upon
delivery by the Depositor to the Trustee of the following:

            (1)   Board Resolution. A Board Resolution (or action by a Person
                  authorized by Board Resolution) authorizing the execution,
                  authentication and delivery of the Certificates and specifying
                  the Series, the Classes within such Series and their
                  respective Final Scheduled Distribution Dates, priorities as
                  to distributions of principal, premium (if any) and interest,
                  aggregate initial Certificate Principal Balances and Notional
                  Amounts, if any, and Pass Through Rates of, if any, each Class
                  of such Series of Certificates to be authenticated and
                  delivered and the method of calculation thereof.

            (2)   Series Supplement. A Series Supplement consistent with the
                  applicable provisions of this Agreement, accompanied by a
                  Board Resolution (or action by a Person authorized by Board
                  Resolution) authorizing such Series Supplement (and, in the
                  case of the first Series to be authenticated and delivered
                  hereunder, authorizing this Agreement).

            (3)   Certificates of the Depositor.

                  (a)   An Officer's Certificate of the Depositor, dated as of
                        the Closing Date, to the effect that the Depositor is
                        not in breach of this Agreement and that the issuance of
                        the Certificates applied for will not result in any
                        breach of any of the terms, conditions, or provisions
                        of, or constitute a default under, the Depositor's
                        Certificate of Incorporation or bylaws, or any
                        indenture, mortgage, deed of transfer or other agreement
                        or instrument to which the Depositor is a party or by
                        which it or its property is bound or any order of any
                        court or administrative agency entered in any Proceeding
                        to which the Depositor is a party or by which it or its
                        property may be bound or to which it or its property may
                        be subject.

                  (b)   An Officer's Certificate of the Depositor, dated as of
                        the Closing Date, to the effect that attached thereto
                        are true and correct copies of letters signed by the
                        Rating Agency (or other evidence satisfactory to the
                        Trustee) and confirming that the related Certificates
                        have received the Required Rating.

            (4)   Requirements of Series Supplement. Such other funds, accounts,
                  documents, certificates, agreements, instruments or opinions
                  as may be required by the terms of the Series Supplement
                  creating such Series.

                                       46
<PAGE>

            If all the Certificates of a Series are not to be originally issued
at the same time, then the documents required to be delivered pursuant to this
Section 5.13 must be delivered only once, prior to the authentication and
delivery of the first Certificate of such Series; provided, however, that any
subsequent Depositor Order to the Trustee to authenticate Certificates of such
Series upon original issuance shall constitute a representation and warranty by
the Depositor that, as of the date of such request, the statements made in the
Officer's Certificates delivered pursuant to this Section 5.13 shall be true and
correct as if made on such date.

            Section 5.14. Appointment of Paying Agent. The Trustee may appoint
one or more paying agents (each, a "Paying Agent") with respect to the
Certificates of any Series. Any such Paying Agent shall be authorized to make
distributions to Certificateholders of such Series from the Certificate Account
for such Series pursuant to the provisions of the applicable Series Supplement
and shall report the amounts of such distributions to the Trustee. Any Paying
Agent shall have the revocable power to withdraw funds from such Certificate
Account for the purpose of making the distributions referred to above. The
Trustee may revoke such power and remove the Paying Agent if the Trustee
determines in its sole discretion that the Paying Agent shall have failed to
perform its obligations under this Agreement in any material respect. The Paying
Agent shall initially be the Trustee and any co-paying agent chosen by the
Depositor and acceptable to the Trustee, including, if and so long as any Series
or Class within such Series is listed on the Luxembourg Stock Exchange and such
exchange so requires, a co-paying agent in Luxembourg or another European city.
Any Paying Agent shall be permitted to resign as Paying Agent upon 30 days'
notice to the Trustee. In the event that the Trustee shall no longer be the
Paying Agent, the Trustee shall appoint a successor or additional Paying Agent.
The Trustee shall cause each successor to act as Paying Agent to execute and
deliver to the Trustee an instrument in which such successor or additional
Paying Agent shall agree with the Trustee that (i) it will hold all sums, if
any, held by it for distribution to the Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be
distributed to such Certificateholders and (ii) it will give the Trustee notice
of any default by any obligor on the applicable Series of Certificates or on the
Term Assets. The Paying Agent shall return all unclaimed funds to the Trustee
and upon removal shall also return all funds in its possession to the Trustee.
The provisions of Sections 8.1, 8.2, 8.3, 8.5 and 8.9 shall apply to the Trustee
also in its role as Paying Agent, for so long as the Trustee shall act as Paying
Agent. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise. Notwithstanding anything
contained herein to the contrary, the appointment of a Paying Agent pursuant to
this Section 5.14 shall not release the Trustee from the duties, obligations,
responsibilities or liabilities arising under this Agreement other than with
respect to funds paid to such Paying Agent.

            Section 5.15. Authenticating Agent. (a) The Trustee may appoint one
or more Authenticating Agents (each, an "Authenticating Agent") with respect to
the Certificates of any Series which shall be authorized to act on behalf of the
Trustee in authenticating such Certificates in connection with the issuance,
delivery and registration of transfer or exchange of such Certificates. Whenever
reference is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication executed on behalf of the Trustee by
an Authenticating Agent. Each Authenticating Agent must be acceptable to the
Depositor and the Administrative Agent, if any. Notwithstanding anything
contained herein to the contrary, the appointment of an Authenticating Agent
pursuant to this Section 5.15 shall not release the Trustee from the duties,
obligations, responsibilities or liabilities arising under this Agreement.

                                       47
<PAGE>

            (b) Any institution succeeding to the corporate agency business of
any Authenticating Agent shall continue to be an Authenticating Agent without
the execution or filing of any power or any further act on the part of the
Trustee or such Authenticating Agent. An Authenticating Agent may at any time
resign by giving notice of resignation to the Trustee and to the Depositor. The
Trustee may at any time terminate the agency of an Authenticating Agent by
giving notice of termination to such Authenticating Agent and to the Depositor.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time an Authenticating Agent shall cease to be acceptable to the
Trustee or the Depositor, the Trustee promptly may appoint a successor
Authenticating Agent. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless acceptable to the Administrative Agent, if any, and the Depositor. The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section. The provisions of Section 8.1,
8.2 and 8.3 shall be applicable to any Authenticating Agent.

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


                                       48
<PAGE>

            This is one of the Certificates described in the Trust Agreement and
the related Series Supplement.

                                          ______________________________________
                                          ______________________________________
                                          as Authenticating Agent
                                            for the Trustee,


                                          By____________________________________
                                                   Authorized Signatory


            Section 5.16. Events of Default. If any Event of Default shall occur
and be continuing with respect to any class of Certificates, then, and in each
and every case, the Trustee shall exercise any rights in respect of the related
Term Assets as provided in the applicable Series Supplement.

            Section 5.17. Control by Holders. The Holders of Outstanding
Certificates representing the Required Percentage -- Direction of Trustee shall,
subject to provision being made for indemnification against costs, expenses and
liabilities in a form satisfactory to the Trustee, have the right to direct the
time, method and place of conducting any Proceeding for any remedy available to
the Trustee with respect to any Issuer Payment Default; provided, however, that:

            (i) such direction shall not be in conflict with any rule of law or
      with this Agreement;

            (ii) subject to Section 8.7, the Trustee need not take any action
      that it determines might cause it to incur any liability or might
      materially adversely affect the rights of any Holders not consenting to
      such action.

            Section 5.18. Waiver of Past Defaults.

            The Holders of Outstanding Certificates representing the Required
Percentage -- Direction of Trustee may waive any past default and its
consequences except (i) an Issuer Payment Default or other default in the
payment of principal of or interest on any of the Certificates or (ii) a default
in respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Certificate. In the case of any such
waiver, the Depositor, the Trustee and the Holders shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereto.

                                       49
<PAGE>

                                   ARTICLE VI

                   The Depositor and the Administrative Agent

            Section 6.1. Preparation and Filing of Exchange Act Reports;
Obligations of the Depositor and the Administrative Agent.

            (a) The Depositor shall (or shall engage the Trustee to) on behalf
of the Trust, prepare, sign and file with the Commission, within the time period
set forth below, copies of the annual reports and of the information, documents,
certifications and other reports (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and regulations
prescribe), if any, which the Depositor on behalf of the Trust may be required
to file with the Commission pursuant to Regulation AB and Section 13 or 15(d) of
the Exchange Act (collectively, "Exchange Act Reports") with respect to the
Trust. The names and requirements of such Exchange Act Reports and the dates on
which they are required to be filed with the Commission are as follows:

            (i) Form 8-K, within the time requirement prescribed by Regulation
      AB and the Exchange Act if the filing of Form 8-K is necessary;

            (ii) Form 10-D, within the time requirement prescribed by Regulation
      AB and the Exchange Act;

            (iii) Form 10-K, within the time requirement prescribed by
      Regulation AB and the Exchange Act; and

            (iv) such other reports as may be required pursuant to Section 13 or
      15(d) of the Exchange Act.

Each annual report on Form 10-K will be signed by the Depositor and will include
a certification required by Section 302 of the Sarbanes-Oxley Act of 2002, in
the form prescribed by Item 601 of Regulation S-K under the Securities Act.

            (b) The Depositor shall deliver to the Trustee, not less often than
annually, an Officer's Certificate signed by an Executive Officer who is the
principal executive officer, principal financial officer or principal accounting
officer of the Depositor, dated on or prior to the date of the annual report on
Form 10-K contemplated by clause (a)(iii) above, stating for such prior year
that:

            (i) a review of the activities of the Depositor during such fiscal
      year and of performance under the related Trust Agreement has been made
      under such Executive Officer's supervision;

            (ii) to the best of such Executive Officer's knowledge, based on
      such review, the Depositor and the Trustee have each fulfilled its
      obligations under the related Trust Agreement throughout such year, or, if
      there has been a default in the fulfillment of any such obligation,
      specifying each such default known to such Executive Officer and the
      nature and status thereof;

                                       50
<PAGE>

            (iii) to the best of such Executive Officer's knowledge, based on
      such review, the reports filed pursuant to Section 3.09(a), taken as a
      whole, do not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements made, in light of
      the circumstances under which such statements were made, not misleading as
      of the last day of the period covered by such certificate; and

            (iv) to the best of such Executive Officer's knowledge, based on
      such review and reasonable reliance on information provided by the
      Trustee, the distribution and servicing information required to be
      provided to the Depositor by the Trustee for inclusion in the reports
      filed pursuant to Section 6.1(a)(i) is included in such reports.

The text of the Officer's Certificate shall be revised accordingly in order to
comply with any rules or other applicable laws of the Commission.

A copy of such certificate may be obtained by any Holder by a request in writing
to the Depositor addressed to the Corporate Trust Office of the Trustee.

            (c) The Trustee agrees to provide, at the Depositor's direction and
expense, (i) reports on assessments of compliance with servicing criteria and
(ii) attestation reports on assessments of compliance with servicing criteria
prepared by an independent public accountant sufficient for the Depositor on
behalf of the Trust, both in order to satisfy the Trust's obligations under
Rules 13a-18 and 15d-18 of the Exchange Act and Items 1122 and 1123 of
Regulation AB.

A copy of any such report may be obtained by any Holder by a request in writing
to the Depositor addressed to the Corporate Trust Office of the Trustee.

            (d) The Depositor shall deliver to the Trustee within 15 days after
the Depositor is required to file the same with the Commission, such additional
information, documents and reports with respect to compliance by the Depositor
with the conditions and covenants of this Agreement, if any, as may be required
to be filed with the Commission from time to time by such rules and regulations.

            (e) The Depositor shall deliver to the Trustee, which shall then
transmit by mail to all Holders described in TIA Section 313(c), in the manner
and to the extent provided therein, such summaries of any information, documents
and reports required to be filed by the Depositor and received pursuant to this
Section 6.1 if any, as may be required by rules and regulations prescribed from
time to time by the Commission."

Each annual report on Form 10-K will be signed by the Depositor and will include
a certification required by Section 302 of the Sarbanes-Oxley Act of 2002, in
the form prescribed by Item 601 of Regulation S-K under the Securities Act.

            (1) a review of the activities of the Depositor during such fiscal
      year and of performance under this Agreement has been made under such
      Executive Officer's supervision; and

                                       51
<PAGE>

            (2) to the best of such Executive Officer's knowledge, based on such
      review, the Depositor has fulfilled all of its obligations under this
      Agreement throughout such year, or, if there has been a default in the
      fulfillment of any such obligation, specifying each such default known to
      such Executive Officer and the nature and status thereof. A copy of such
      certificate may be obtained by any Holder by a request in writing to the
      Depositor addressed to the Corporate Trust Office of the Trustee.

            (f) If and only if the Series Supplement provides for the pledge of
the Term Assets to the Trustee (and not merely the transfer, assignment,
conveyance and sale, without recourse, thereof to the Trustee), on the Closing
Date, the Depositor shall furnish to the Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording and filing of this Agreement, any agreements
supplemental hereto and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements as
are necessary to perfect and make effective the lien and security interest of
this Agreement and reciting the details of such action, or stating that, in the
opinion of such counsel, no such action is necessary to make such lien and
security interest effective.

            (g) If and only if the Series Supplement provides for the pledge of
the Term Assets to the Trustee (and not merely the transfer, assignment,
conveyance and sale, without recourse, thereof to the Trustee), at least
annually after the Closing Date, the Depositor shall furnish to the Trustee an
Opinion of Counsel either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, filing, re-recording and
refiling of this Agreement, any agreements supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as is necessary to maintain the
lien and security interest created by this Agreement and reciting the details of
such action or stating that in the opinion of such counsel no such action is
necessary to maintain the lien and security interest created by this Agreement.
Such Opinion of Counsel shall also describe the recording, filing, re-recording
and refiling of this Agreement, any agreements supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Agreement until such date in
the following calendar year.

            (h) If and only if the Series Supplement provides for the pledge of
the Term Assets to the Trustee (and not merely the transfer, assignment,
conveyance and sale, without recourse, thereof to the Trustee),

            (i) whenever any property or securities are to be released from the
      lien of this Agreement, the Depositor shall furnish to the Trustee an
      Officer's Certificate of the Depositor certifying or stating the opinion
      of each Person signing such certificate as to the fair value (within 90
      days of such release) of the property or securities proposed to be
      released and stating that in the opinion of such person the proposed
      release will not impair the security under this Agreement in contravention
      of the provisions hereof.

            (ii) whenever the Depositor is required to furnish to the Trustee an
      Officer's Certificate of the Depositor certifying or stating the opinion
      of any signatory thereof as to the matters described in clause (i) above,
      the Depositor shall also furnish to the Trustee an Independent Certificate
      as to the same matters if the fair value of the property or securities and
      of all other property or securities released from the lien of this
      Agreement since the commencement of the then current calendar year, as set
      forth in the certificates required by clause (i) above and this clause
      (ii), equals 10% or more of the principal amount of the Outstanding
      Certificates, but such certificate need not be furnished in the case of
      any release of property or securities if the fair value thereof as set
      forth in the related Officer's Certificate of the Depositor is less than
      $25,000 or less than one percent of the then principal amount of the
      Outstanding Certificates.

                                       52
<PAGE>

            (iii) prior to the deposit with the Trustee of any securities that
      are to be made the basis for the authentication and delivery of
      Certificates, the withdrawal of cash constituting a part of the trust
      estate or the release of any property or securities subject to the lien of
      this Agreement, the Depositor shall furnish to the Trustee an Officer's
      Certificate of the Depositor certifying or stating the opinion of each
      person signing such certificate as to the fair value (within 90 days of
      such deposit) to the Depositor of the securities to be so deposited.

            (iv) whenever the Depositor is required to furnish to the Trustee an
      Officer's Certificate of the Depositor described in clause (iii) above,
      the Depositor shall also deliver to the Trustee an Independent Certificate
      as to the same matters, if the fair value to the Depositor of the
      securities to be so deposited and of all other such securities made the
      basis of any such withdrawal or release since the commencement of the then
      current fiscal year of the Depositor, as set forth in the certificates
      delivered pursuant to clause (iii) above and this clause (iv), is 10% or
      more of the principal amount of the Outstanding Certificates, but such a
      certificate need not be furnished with respect to any securities so
      deposited, if the fair value thereof to the Depositor as set forth in the
      related Officer's Certificate of the Depositor is less than $25,000 or
      less than one percent of the principal amount of the Outstanding
      Certificates.

            (v) subject to the payment of its fees and expenses hereunder, the
      Trustee may, and when required by the provisions of this Agreement, shall,
      execute instruments to release property from the lien of this Agreement,
      or convey the Trustee's interest in the same, in a manner and under
      circumstances that are consistent with the provisions of this Agreement.
      No party relying upon an instrument executed by the Trustee in connection
      therewith shall be bound to ascertain the Trustee's authority, inquire
      into the satisfaction of any conditions precedent or see to the
      application of any moneys.

            (vi) the Trustee shall at such time as there are no Outstanding
      Certificates and all sums due to the Trustee hereunder have been paid,
      release any remaining portion of the trust estate that secured the
      Certificates from the lien of this Agreement and release to the Depositor
      or any other Person entitled thereto any funds then included in the trust
      estate.

            (i) Upon any application or request by the Depositor to the Trustee
to take any action under the provisions of this Agreement, which action is
subject to the satisfaction of a condition precedent (including any covenants
compliance with which constitutes a condition precedent), the Depositor shall
furnish to the Trustee: (i) an Officer's Certificate stating that all conditions
precedent, if any, provided for in this Agreement relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate from
a firm of certified public accountants meeting the applicable requirements of
the TIA, except that, in the case of any such application or request as to which
the furnishing of such documents is specifically required by any provision of
this Agreement, no additional certificate or opinion need be furnished. Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Agreement shall include:

                                       53
<PAGE>

            (i) a statement that such signatory of such certificate or opinion
      has read or has caused to be read such covenant or condition and the
      definitions herein relating thereto;

            (ii) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (iii) a statement that, in the judgment of each such signatory, such
      signatory has made such examination or investigations as is necessary to
      enable such signatory to express an informed opinion as to whether or not
      such covenant or condition has been complied with; and

            (iv) a statement as to whether, in the opinion of each such
      signatory, such condition or covenant has been complied with.

            Section 6.2. Merger or Consolidation of the Depositor or the
Administrative Agent. (a) Subject to the following paragraph, the Depositor
will keep in full effect its existence, rights and franchises as a corporation
under the laws of the jurisdiction of its incorporation, and the Administrative
Agent, if any, will keep in full effect its existence, rights and franchises
under the laws of the jurisdiction of its incorporation or association. The
Depositor and the Administrative Agent, if any, each will obtain and preserve
its qualification to do business as a foreign corporation or association in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Term Assets and to perform its respective duties under this Agreement.

            (b) The Depositor and an Administrative Agent, if any, may
consolidate or merge with or into any other Person, provided that:

            (i) the Person (if other than the Depositor or Administrative Agent,
      as applicable) formed by or surviving such consolidation or merger shall
      expressly assume, by an agreement supplemental hereto executed and
      delivered to the Trustee, in form satisfactory to the Trustee, the
      performance or observance of every agreement and covenant of this
      Agreement on the part of the Depositor or Administrative Agent, as
      applicable, to be performed or observed, all as provided herein and in the
      applicable Series Supplement or Supplements;

                                       54
<PAGE>

            (ii) immediately after giving effect to such transaction, no
      Administrative Agent Termination Event or event which with the passage of
      time or notice or both would become an Administrative Agent Termination
      Event shall have occurred and be continuing;

            (iii) the Rating Agency Condition shall have been satisfied with
      respect to such transaction; and

            (iv) the Depositor or Administrative Agent, as applicable, shall
      have delivered to the Trustee an Officer's Certificate and an Opinion of
      Counsel each stating that such consolidation or merger and such
      supplemental agreement comply with this Article VI and that all conditions
      precedent herein provided for relating to such transaction have been
      complied with.

            Section 6.3. Limitation on Liability of the Depositor and the
Administrative Agent. (a) Unless otherwise expressly specified in this
Agreement or a Series Supplement, neither the Administrative Agent, if any, nor
the Depositor shall be under any obligation to expend or risk its own funds or
otherwise incur financial liability in the performance of its duties hereunder
or under a Series Supplement or in the exercise of any of its rights or powers
if reasonable grounds exist for believing that the repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

            (b) Neither the Depositor, an Administrative Agent, if any, nor any
of the directors, officers, employees or agents of the Depositor or such
Administrative Agent shall be under any liability to any Trust or the
Certificateholders of any Series for any action taken, or for refraining from
the taking of any action, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, any such Administrative Agent or any such person against any breach
of warranties, representations or covenants made herein, or against any specific
liability imposed on such Administrative Agent pursuant hereto, or against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder.

            Neither the Depositor nor an Administrative Agent, if any, shall be
under any obligation to appear in, prosecute or defend any legal action unless
such action is related to its respective duties under this Agreement and, in its
opinion, does not involve it in any expense or liability; provided, however,
that either of the Depositor or such Administrative Agent may in its discretion
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. The legal expenses and costs of
such action and any liability resulting (except any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder) shall be allocated as specified in the
applicable Series Supplement.

                                       55
<PAGE>

            Section 6.4. Limitation on Resignation of the Administrative Agent.
An Administrative Agent appointed pursuant to the applicable Series Supplement
shall not resign from the obligations and duties hereby imposed on it except (a)
upon appointment by the Trustee of a successor administrative agent and receipt
by the Trustee of a letter from the Rating Agency that such a resignation and
appointment will satisfy the Rating Agency Condition or (b) upon a determination
that its duties hereunder are no longer permissible under applicable law. Any
such determination pursuant to clause (b) of the preceding sentence permitting
the resignation of the Administrative Agent shall be evidenced by an Opinion of
Counsel to such effect delivered to the Trustee and the Depositor. No
resignation of an Administrative Agent shall become effective until the Trustee
or a successor administrative agent shall have assumed the Administrative
Agent's responsibilities, duties, liabilities (other than those liabilities
arising prior to the appointment of such successor) and obligations under this
Agreement.

            Section 6.5. Rights of the Depositor in Respect of the
Administrative Agent. An Administrative Agent appointed pursuant to the
applicable Series Supplement shall afford the Depositor and the Trustee, upon
reasonable notice, during normal business hours, access to all records
maintained by the Administrative Agent in respect of its rights and obligations
hereunder and access to officers of the Administrative Agent responsible for
such obligations. Upon request, the Administrative Agent shall furnish to the
Depositor and the Trustee the Administrative Agent's most recent financial
statements and such other information relating to its capacity to perform its
obligations under this Agreement as the Administrative Agent possesses. To the
extent such information is not otherwise available to the public, the Depositor
and the Trustee shall not disseminate any information obtained pursuant to the
preceding two sentences without the Administrative Agent's written consent,
except as required pursuant to this Agreement to the extent that it is
appropriate to do so (i) in working with legal counsel, auditors, taxing
authorities or other governmental agencies or (ii) pursuant to any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Depositor, the Trustee or
the Trust. The Depositor may, but is not obligated to, enforce the obligations
of the Administrative Agent under this Agreement and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the
Administrative Agent under this Agreement or exercise the rights of the
Administrative Agent under this Agreement; provided, however, that the
Administrative Agent shall not be relieved of any of its obligations under this
Agreement by virtue of such performance by the Depositor or its designee. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Administrative Agent and is not obligated to supervise the
performance of the Administrative Agent under this Agreement or otherwise.

            Section 6.6. Depositor May Purchase Certificates. The Depositor may
at any time purchase Certificates in the open market or otherwise. Certificates
so purchased by the Depositor may, at the discretion of the Depositor, be held
or resold. Certificates beneficially owned by the Depositor will be disregarded
for purposes of determining whether the required percentage of the aggregate
Voting Rights has given any request, demand, authorization, direction, notice,
consent or waiver hereunder.

            Section 6.7. The Administrative Agent and Other Parties. The Person
serving as an Administrative Agent, if any, appointed pursuant to the applicable
Series Supplement may be the Depositor, the Trustee or an Affiliate of either
thereof, and may have normal business relationships with the Depositor, the
Trustee or any Affiliates thereof.

                                       56
<PAGE>

            Section 6.8. Preferential Collection of Claims Against Depositor.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent required by TIA
Section 311(a).

                                   ARTICLE VII

                     Administrative Agent Termination Events

            Section 7.1. Administrative Agent Termination Events. (a)
"Administrative Agent Termination Event," wherever used herein with respect to
any Series of Certificates, means any one of the following events:

            (i) a failure by any Administrative Agent specified in the
      applicable Series Supplement to remit to the Trustee, pursuant to the
      terms of this Agreement, any funds in respect of collections on Term
      Assets, Credit Support, if any, and Advances, if any, collected by the
      Administrative Agent pursuant to the terms of this Agreement that
      continues unremedied for a period of five days after the date upon which
      written notice of such failure, requiring the same to be remedied, shall
      have been given to the Administrative Agent by the Depositor or the
      Trustee (in which case notice shall be provided by telecopy), or to the
      Administrative Agent, the Depositor and the Trustee by the Holders of
      Certificates of such Series representing at least 25% of the aggregate
      Voting Rights; or

            (ii) a failure on the part of any Administrative Agent specified in
      the applicable Series Supplement to observe or perform in any material
      respect any other of the covenants or agreements on the part of the
      Administrative Agent contained in the Certificates of such Series or in
      this Agreement which continues unremedied for a period of 30 days after
      the date on which written notice of such failure, requiring the same to be
      remedied, shall have been given to the Administrative Agent by the
      Depositor or the Trustee, or to the Administrative Agent, the Depositor
      and the Trustee by the Holders of Certificates of such Series representing
      at least 25% of the aggregate Voting Rights; or

            (iii) a decree or order of a court or agency or supervisory
      authority having jurisdiction in an involuntary case under any present or
      future Federal or State bankruptcy, insolvency or similar law or the
      appointment of a conservator or receiver or liquidator in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceeding, or for the winding up or liquidation of its affairs, shall
      have been entered against the Administrative Agent, if any, specified in
      the applicable Series Supplement and such decree or order shall have
      remained in force undischarged or unstayed for a period of 30 days; or

            (iv) any Administrative Agent specified in the applicable Series
      Supplement shall consent to the appointment of a conservator or receiver
      or liquidator in any insolvency, readjustment of debt, marshalling of
      assets and liabilities or similar proceedings of or relating to the
      Administrative Agent or of or relating to all or substantially all its
      property; or

                                       57
<PAGE>

            (v) any Administrative Agent specified in the applicable Series
      Supplement shall admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of any applicable
      insolvency or reorganization statute, make an assignment for the benefit
      of its creditors, or voluntarily suspend payment of its obligations; or

            (vi) if so specified in the related Series Supplement, any failure
      of the Administrative Agent, if any, specified in the applicable Series
      Supplement to make any Advances required to be made from its own funds
      pursuant to Section 4.3 which continues unremedied until twelve o'clock
      noon New York City time on the Business Day immediately following the day
      on which such Advance was required to have been made; or

            (vii) any additional Administrative Agent Termination Event that may
      be specified with respect to such Series in the related Series Supplement.

Each Series Supplement shall specify as to each of the foregoing clauses
requiring a vote of Holders of different Classes the circumstances and manner in
which the aggregate Voting Rights applicable to each such clause shall be
calculated.

            (b) Unless otherwise provided in the applicable Series Supplement
and provided an Administrative Agent shall have been appointed pursuant to the
applicable Series Supplement, so long as an Administrative Agent Termination
Event with respect to the related Series of Certificates shall have occurred and
be continuing, the Depositor or the Trustee may, and at the written direction of
the Holders of Certificates evidencing not less than the "Required
Percentage--Administrative Agent Termination" of the aggregate Voting Rights,
the Trustee shall, by notice in writing to such Administrative Agent (and to the
Depositor if given by the Trustee or to the Trustee if given by the Depositor)
terminate all the rights and obligations of the Administrative Agent specified
in the applicable Series Supplement in its capacity as Administrative Agent with
respect to such Series under this Agreement, to the extent permitted by law, and
in and to the Term Assets relating to such Series (other than any Retained
Interest of the Administrative Agent, if any) and the proceeds thereof. On or
after the receipt by such Administrative Agent of such written notice, all
authority and power of the Administrative Agent under this Agreement relating to
such Series, whether with respect to the Certificates (other than as a Holder of
any Certificate) of such Series or the Term Assets relating to such Series or
otherwise, shall pass to and be vested in the Trustee pursuant to and under this
Section 7.1(b), and without limitation, the Trustee is hereby authorized and
empowered, as attorney-in-fact or otherwise, to execute and deliver, on behalf
of and at the expense of the Administrative Agent, any and all documents and
other instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of such Term Assets and
related documents, or otherwise. The Administrative Agent, if any, specified in
the applicable Series Supplement agrees promptly (and in any event not later
than ten Business Days subsequent to such notice) to provide the Trustee with
all documents and records requested by it to enable it to assume the functions
of the Administrative Agent under this Agreement relating to such Series, and to
cooperate with the Trustee in effecting the termination of the Administrative
Agent's responsibilities and rights under this Agreement relating to such
Series, including the transfer within one Business Day to the Trustee for
administration by it of all cash amounts and investments which shall at the time
be or should have been credited by the Administrative Agent to the Certificate
Account relating to such Series or thereafter be received with respect to such
Term Assets; provided, however, that the Administrative Agent shall continue to
be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of Advances or
otherwise, and shall continue to be entitled to the benefits of Section 6.3
notwithstanding any such termination.

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<PAGE>

            Section 7.2. Trustee to Act; Appointment of Successor. On and after
the time an Administrative Agent, if any, specified in the applicable Series
Supplement receives a notice of termination pursuant to Section 7.1, the Trustee
shall be the successor in all respects to the Administrative Agent in its
capacity as Administrative Agent under this Agreement or the applicable Series
Supplement and the transactions set forth or provided for herein and shall be
subject to all the responsibilities, duties and liabilities relating thereto and
arising thereafter placed on the Administrative Agent (except for any
representations or warranties of the Administrative Agent under this Agreement
and except as otherwise provided herein or in the applicable Series Supplement)
by the terms and provisions hereof including the Administrative Agent's
obligation, if any, to make Advances pursuant to Section 4.3; provided, however,
that if the Trustee is prohibited by law or regulation from obligating itself to
make Advances, then the Trustee shall not be obligated to make such Advances
pursuant to Section 4.3; and provided further, that any failure to perform such
duties or responsibilities caused by the Administrative Agent's failure to
provide information required by Section 7.1 shall not be considered a default by
the Trustee as successor to the Administrative Agent hereunder. As compensation
therefor, the Trustee shall be entitled to the amounts relating to the Term
Assets of a given Series to which such Administrative Agent would have been
entitled if the Administrative Agent had continued to act hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or if the Holders of Certificates of such
Series evidencing not less than the Required Percentage--Administrative Agent
Termination of the aggregate Voting Rights, so request in writing to the
Trustee, promptly appoint, or petition a court of competent jurisdiction to
appoint, an Administrative Agent acceptable to the Rating Agency (such
acceptance to be evidenced by satisfaction of the Rating Agency Condition with
respect to such appointment) and having a net worth of not less than
$15,000,000, as the successor to such Administrative Agent under this Agreement
with respect to such Series in the assumption of all or any part of the
responsibilities, duties or liabilities of such Administrative Agent under this
Agreement with respect to such Series. The Trustee, the Depositor and any such
successor Administrative Agent may agree upon the compensation to be paid with
respect thereto; provided, however, that in no event shall such compensation be
greater than the compensation payable to the Administrative Agent under this
Agreement. No appointment of a successor Administrative Agent under this
Agreement shall be effective until the assumption by the successor
Administrative Agent of all the responsibilities, duties and liabilities placed
on the Administrative Agent hereunder and under the related Series Supplement.
Pending appointment of a successor Administrative Agent under this Agreement,
the Trustee shall act in such capacity as and to the extent hereinabove
provided.

            Section 7.3. Notification to Certificateholders. (a) Upon any such
termination pursuant to Section 7.2 or appointment of a successor Administrative
Agent, the Trustee shall give prompt written notice thereof to
Certificateholders of the affected Series in the manner provided in Section
10.5.

                                       59
<PAGE>

            (b) Within 60 days after the occurrence of any Administrative Agent
Termination Event or event which but for the lack of notice or passage of time
or both would constitute an Administrative Agent Termination Event with respect
to any Series, the Trustee shall transmit by mail to all Certificateholders of
such Series notice of each such Administrative Agent Termination Event or event
which but for lack of notice or passage of time or both would constitute an
Administrative Agent Termination Event which is known to the Trustee, unless
such Administrative Agent Termination Event or event which but for lack of
notice or passage of time or both would constitute an Administrative Agent
Termination Event shall have been cured or waived.

            Section 7.4. Waiver of Administrative Agent Termination Events.
Unless otherwise provided in the applicable Series Supplement, the Holders of
Certificates of the related Series evidencing not less than the Required
Percentage--Waiver of the aggregate Voting Rights may, on behalf of all
Certificateholders of such Series, (i) if so provided in the applicable Series
Supplement, waive compliance by the Depositor, the Trustee or the Administrative
Agent, if any, with certain restrictive provisions of this Agreement as set
forth in such Series Supplement prior to the time such compliance is required
and (ii) waive any Administrative Agent Termination Event or event which but for
lack of notice or passage of time or both would constitute an Administrative
Agent Termination Event with respect to such Series; provided, however, that an
Administrative Agent Termination Event or event which but for lack of notice or
passage of time or both would constitute an Administrative Agent Termination
Event with respect to such Series regarding the failure to distribute, in
accordance with the terms of this Agreement, amounts received with respect to
any Term Asset or any such event with respect to such Series in respect of a
covenant or provision of this Agreement the modification or amendment of which
would require the consent of the Holders of all outstanding Certificates of such
Series, may be waived only by all the Certificateholders of such Series. Upon
any such waiver of an Administrative Agent Termination Event or event which but
for lack of notice or passage of time or both would constitute an Administrative
Agent Termination Event with respect to such Series, such Administrative Agent
Termination Event or event which but for lack of notice or passage of time or
both would constitute an Administrative Agent Termination Event shall cease to
exist and shall be deemed to have been remedied for every purpose hereunder. No
such waiver shall extend to any subsequent or other Administrative Agent
Termination Event or event which but for lack of notice or passage of time or
both would constitute an Administrative Agent Termination Event or impair any
right consequent thereon except to the extent expressly so waived.

                                  ARTICLE VIII

                             Concerning the Trustee

            Section 8.1. Duties of Trustee; Notice of Defaults. (a) The Trustee,
prior to the occurrence of an Administrative Agent Termination Event or Event of
Default with respect to any Series and after the curing of all such
Administrative Agent Termination Events or Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement and the related Series Supplement.
During the period an Administrative Agent Termination Event or Event of Default
with respect to any Series shall have occurred and be continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement, and
shall use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of such person's
own affairs. Any permissive right of the Trustee enumerated in this Agreement
shall not be construed as a duty.

                                       60
<PAGE>

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. If any such instrument is found
not to conform to the requirements of this Agreement, the Trustee shall take
action as it deems appropriate to have the instrument corrected, and if the
instrument is not corrected to the Trustee's satisfaction, the Trustee will
provide notice thereof to the Depositor, Administrative Agent, if any, and
Certificateholders.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

            (i) prior to the occurrence of an Administrative Agent Termination
      Event or Event of Default with respect to any Series, and after the curing
      of all such Administrative Agent Termination Events or Events of Default
      which may have occurred, the duties and obligations of the Trustee shall
      be determined solely by the express provisions of this Agreement, the
      Trustee shall not be liable except for the performance of such duties and
      obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the
      Trustee and, in the absence of bad faith on the part of the Trustee, the
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or
      opinions furnished to the Trustee that conform to the requirements of this
      Agreement;

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

            (iii) the Trustee shall not be personally liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of Holders of the Required
      Percentage--Direction of Trustee of the aggregate Voting Rights of a given
      Series (or Class or group of Classes within such Series) relating to the
      time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Agreement;

            (iv) the Trustee shall not be required to expend or risk its own
      funds or otherwise incur financial liability in the performance of any of
      its duties hereunder or in the exercise of any of its rights or powers if
      there is reasonable ground for believing that the repayment of such funds
      or adequate indemnity against such risk or liability is not reasonably
      assured to it, and none of the provisions contained in this Agreement
      shall in any event require the Trustee to perform, or be responsible for
      the manner of performance of, any obligations of an Administrative Agent,
      if any, appointed pursuant to the applicable Series Supplement, under this
      Agreement except during such time, if any, as the Trustee shall be the
      successor to, and be vested with the rights, duties, powers and privileges
      of, such an Administrative Agent in accordance with and only to the extent
      provided in this Agreement;

                                       61
<PAGE>

            (v) except for actions expressly authorized by this Agreement, the
      Trustee shall take no actions reasonably likely to impair the interests of
      the Trust in any Term Asset now existing or hereafter acquired or to
      impair the value of any Term Asset now existing or hereafter acquired;

            (vi) except as expressly provided in this Agreement, the Trustee
      shall not engage in any activity other than those required or authorized
      by the terms of this Agreement. In particular, after the Closing Date the
      Trustee shall not purchase or otherwise acquire any additional securities,
      modify or permit the modification of any Trust Asset or otherwise vary the
      investment of the Certificateholders or incur or modify any obligations,
      (i) except as expressly required or permitted by the terms of this
      Agreement or (ii) unless the Trustee obtains, at the expense of the
      Certificateholders, an Opinion of Counsel to the effect that such
      acquisition, incurrence or modification will not cause the Trust (unless
      otherwise indicated in a related Series Supplement) to fail to be
      classified as a grantor trust for federal income tax purposes; and

            (vii) in the event that the Paying Agent or the Certificate
      Registrar shall fail to perform any obligation, duty or agreement in the
      manner or on the day required to be performed by the Paying Agent or
      Certificate Registrar, as the case may be, under this Agreement, the
      Trustee shall be obligated promptly upon its knowledge thereof to perform
      such obligation, duty or agreement in the manner so required.

            (d) The Trustee shall have the legal power to exercise all of the
rights, powers and privileges of holders of the Term Assets in which the
Certificates evidence an interest. However, neither the Trustee (except as
specifically provided herein or in the TIA) nor the Depositor shall be under any
obligation whatsoever to appear in, prosecute or defend any action, suit or
other proceeding in respect of Term Assets or Certificates.

            (e) Neither the Trustee nor the Depositor shall have any obligation
on or with respect to the Term Assets, except as provided in this Article VIII
with respect to the Trustee; and their respective obligations with respect to
Certificates shall be solely as set forth in this Agreement.

            (f) If there is an event of default (as defined in the indenture or
other document pursuant to which the Term Assets were issued) with respect to
any Term Asset and such default is known to the Trustee, the Trustee shall
promptly give notice to the Depositary or, if the Certificates are Definitive
Certificates, directly to Holders thereof as provided in Section 10.5 hereof
(and in the manner and to the extent provided in TIA Section 313(c)) within 90
days after such event of default occurs. Such notice shall set forth (i) the
identity of the Term Assets, (ii) the date and nature of such default, (iii) the
face amount of the obligation to which such default relates, (iv) the
identifying numbers of the Series and Class of Certificates, or any combination,
as the case may be, evidencing the obligations (or portions thereof) described
above in clause (iii), and (v) any other information which the Trustee may deem
appropriate. Except in the case of a default in payment of principal or interest
(including payments pursuant to a redemption of any Certificate), the Trustee
may withhold the notice to Holders if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders.

                                       62
<PAGE>

            (g) Holders of Certificates shall have no recourse against the
Depositor or the Trustee for payment defaults on the Term Assets.

            Section 8.2. Certain Matters Affecting the Trustee. (a) Except as
otherwise provided in Section 8.1:

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

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

            (iii) the Trustee shall be under no obligation to exercise any of
      the trusts or powers vested in it by this Agreement or to institute,
      conduct or defend any litigation hereunder or in relation hereto, at the
      request, order or direction of any of the Certificateholders, pursuant to
      the provisions of this Agreement, unless such Certificateholders shall
      have offered to the Trustee reasonable security or indemnity against the
      costs, expenses and liabilities which may be incurred therein or thereby;
      provided, however, that nothing contained herein shall relieve the Trustee
      of the obligations, upon the occurrence of an Administrative Agent
      Termination Event or Event of Default (which has not been cured or
      waived), to exercise such of the rights and powers vested in it by this
      Agreement, and to use the same degree of care and skill in their exercise
      as a prudent man would exercise or use under the circumstances in the
      conduct of such person's own affairs;

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

            (v) prior to the occurrence of an Administrative Agent Termination
      Event hereunder and after the curing of all Administrative Agent
      Termination Events which may have occurred, the Trustee shall not be bound
      to make any investigation into the facts of matters stated in any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, appraisal, approval, bond or other paper or
      document believed by it to be genuine, unless requested in writing to do
      so by Holders of the Required Percentage--Direction of Trustee of the
      aggregate Voting Rights of the affected Series (or Class or Classes within
      any such Series), as specified by the applicable Series Supplement;
      provided, however, that if the payment within a reasonable time to the
      Trustee of the costs, expenses or liabilities likely to be incurred by it
      in the making of such investigation is, in the opinion of the Trustee, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Agreement, the Trustee may require reasonable indemnity
      against such expense or liability as a condition to taking any such
      action;

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            (vi) the Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys or a custodian and shall not be liable for such persons' actions
      if it has selected such persons with reasonable care; and

            (vii) the Trustee shall not be personally liable for any loss
      resulting from the investment of funds held in any Certificate Account or
      Reserve Account at the direction of an Administrative Agent or the
      Depositor pursuant to Section 3.10.

            (b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates of any Series (or Class within such
Series), or the production thereof at the trial or other Proceeding relating
thereto, and any such suit, action or proceeding instituted by the Trustee shall
be brought in its name for the benefit of all the Holders of such Certificates,
subject to the provisions of this Agreement.

            Section 8.3. Trustee Not Liable for Recitals in Certificates or Term
Assets. The Trustee assumes no responsibility for the correctness of the
recitals contained herein and in the Certificates or in any document issued in
connection with the sale of the Certificates (other than the signature and
authentication on the Certificates). Except as set forth in Section 8.12, the
Trustee makes no representations or warranties as to the validity or sufficiency
of this Agreement or of the Certificates of any Series (other than the signature
and authentication on the Certificates) or of any Term Asset or related
document. The Trustee shall not be accountable for the use or application by the
Depositor or the Administrative Agent, if any, of any of the Certificates or of
the proceeds of such Certificates.

            Section 8.4. Trustee May Own Certificates. The Trustee in its
individual capacity or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee.

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            Section 8.5. Trustee's Fees and Expenses; Indemnification;
Undertaking for Costs. (a) The Trustee shall be entitled to receive from the
Depositor or an affiliate of the Depositor as compensation for the Trustee's
services hereunder, trustee's fees pursuant to a separate agreement between the
Trustee and the Depositor, and shall be reimbursed for all reasonable expenses,
disbursements and advances incurred or made by the Trustee (including the
reasonable compensation, disbursements and expenses of its counsel and other
persons not regularly in its employ). The Depositor shall indemnify and hold
harmless the Trustee and its successors, assigns, agents and servants against
any and all loss, liability or reasonable expense (including attorney's fees)
incurred by it in connection with the administration of this trust and the
performance of its duties thereunder. The Trustee shall notify the Depositor
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Depositor shall not relieve the Depositor of its obligations
hereunder. The Depositor need not reimburse any expense or indemnify against any
loss, liability or expense incurred by the Trustee through the Trustee's own
willful misconduct, negligence or bad faith. The indemnities contained in this
Section 8.5(a) shall survive the resignation or termination of the Trustee or
the termination of this Agreement.

            (b) Failure by the Depositor to pay, reimburse or indemnify the
Trustee shall not entitle the Trustee to any payment, reimbursement or
indemnification from the Trust, nor shall such failure release the Trustee from
the duties it is required to perform under this Agreement. Any unpaid,
unreimbursed or unindemnified amounts shall not be borne by the Trust and shall
not constitute a claim against the Trust, but shall be borne by the Trustee in
its individual capacity.

            (c) All parties to this Agreement agree, and each Holder of any
Certificate by such Holder's acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any Proceeding for the
enforcement of any right or remedy under this Agreement, or in any Proceeding
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such Proceeding of an undertaking to pay the
costs of such Proceeding and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such Proceeding, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of this
Section 8.5(c) shall not apply to:

            (i) any Proceeding instituted by the Trustee;

            (ii) any Proceeding instituted by any Holder, or group of Holders,
      in each case holding in the aggregate Outstanding Certificates
      representing more than 10% of the Voting Rights; or

            (iii) any Proceeding instituted by any Holder for the enforcement of
      the payment of principal or interest on or after the respective due dates
      expressed in such Certificate and in this Agreement (or, in the case of
      redemption, on or after the redemption date).

            Section 8.6. Eligibility Requirements for Trustee. (a) The Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Trustee
hereunder shall at all times be a corporation which is not an Affiliate of the
Depositor (but may have normal banking relationships with the Depositor or any
obligor with respect to the Term Assets with respect to such Series of
Certificates and their respective Affiliates) organized and doing business under
the laws of any State or the United States, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by Federal or State
authority. If such corporation or association publishes reports of conditions at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation or association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
conditions so published. Such corporation or association must be rated in one of
the four highest rating categories by the Rating Agency.

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            (b) The Trustee shall comply with Section 310(b); provided, however,
that there shall be excluded from the operation of TIA Section 310(b)(1), any
Series Supplement under which other securities are outstanding evidencing
ownership interest in obligations of the Term Assets Issuer if the requirements
for such exclusion set forth in TIA Section 310(b)(1) are met.

            Section 8.7. Resignation or Removal of the Trustee. (a) The Trustee
may, with respect to any Series of Certificates, at any time resign and be
discharged from any trust hereby created by giving written notice thereof to the
Depositor, the Administrative Agent, if any, the Rating Agency and to all
Certificateholders of such Series. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor trustee for such Series by
written instrument, in duplicate, which instrument shall be delivered to the
resigning Trustee and to the successor trustee. A copy of such instrument shall
be delivered to such Certificateholders and the Administrative Agent, if any, by
the Depositor. If no such successor trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee for such Series.

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.6 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, which instrument shall be delivered to the Trustee so
removed and to the successor trustee. A copy of such instrument shall be
delivered to the Certificateholders and the Administrative Agent, if any, by the
Depositor.

            (c) The Holders of Certificates of any Series representing the
Required Percentage--Removal of Trustee of the aggregate Voting Rights may at
any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact and duly authorized, one complete set of which instruments
shall be delivered to the Depositor, one complete set to the Trustee so removed
and one complete set to the successor trustee so appointed. A copy of such
instrument shall be delivered to the Certificateholders and the Administrative
Agent, if any, by the Depositor.

            (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 8.8.

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            Section 8.8. Successor Trustee. (a) Any successor trustee appointed
as provided in Section 8.7 shall execute, acknowledge and deliver to the
Depositor and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder (either with
respect to a given Series of Certificates or with respect to all Certificates
issued under this Agreement), with the like effect as if originally named as
trustee herein. The predecessor trustee shall deliver to the successor trustee
all documents and statements held by it hereunder, and the Depositor and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee all such rights, powers, duties and
obligations. No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.6.

            (b) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Depositor shall transmit notice of the succession
of such trustee hereunder to all Holders of Certificates and to the Rating
Agency in the manner provided in Section 10.5.

            Section 8.9. Merger or Consolidation of Trustee. Any corporation or
association into which the Trustee may be merged or converted or with which it
may be consolidated or any corporation or association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or association succeeding to the business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation or association
shall be eligible under the provisions of Section 8.6, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

            Section 8.10. Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust for a given Series may at the time be located, the Depositor and the
Trustee acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of such Trust, and to vest in such Person
or Persons, in such capacity, such title to such Trust, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Depositor and the Trustee may consider
necessary or desirable. If the Depositor shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
case an Administrative Agent Termination Event shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.6 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee or co-trustees or
separate trustee or trustees shall be required under Section 8.8 hereof.
Notwithstanding anything contained herein to the contrary, the appointment of a
co-trustee pursuant to this Section 8.10 shall not release the Trustee from the
duties, obligations, responsibilities or liabilities arising under this
Agreement.

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            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed by the Trustee (whether
as Trustee hereunder or as successor to an Administrative Agent hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to such Trust or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction
of the Trustee.

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

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

            Section 8.11. Appointment of Office or Agency. As specified in a
Series Supplement, the Trustee shall appoint an office or agency in the City of
New York where the Certificates may be surrendered for registration of transfer
or exchange, and presented for the final distribution with respect thereto, and
where notices and demands to or upon the Trustee in respect of the Certificates
of the related Series and this Agreement may be served.

            Section 8.12. Representations and Warranties of Trustee. The Trustee
represents and warrants that:

            (i) the Trustee is duly organized, validly existing and in good
      standing under the laws of its jurisdiction of incorporation or
      association;

            (ii) neither the execution nor the delivery by the Trustee of this
      Agreement, nor the consummation by it of the transactions contemplated
      hereby nor compliance by it with any of the terms or provisions hereof
      will violate its charter documents or by-laws.

            (iii) the Trustee has full power, authority and right to execute,
      deliver and perform its duties and obligations as set forth herein and in
      each Series Supplement to which it is a party and has taken all necessary
      action to authorize the execution, delivery and performance by it of this
      Agreement; and

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            (iv) this Agreement has been duly executed and delivered by the
      Trustee and constitutes the legal, valid and binding obligation of the
      Trustee, enforceable in accordance with its terms, except as enforcement
      may be limited by the applicable bankruptcy, insolvency, reorganization,
      moratorium or similar laws affecting the rights of creditors generally and
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law).

            Section 8.13. Trustee to Act Only in Accordance With This Agreement
or Pursuant to Instructions of Certificateholders. The Trustee shall only take
such action or shall refrain from taking such action under this Agreement as
directed pursuant to a specific provision of this Agreement or, if required
hereunder, by all the Certificateholders, and the Trustee shall not otherwise
act in respect of the Trust; provided, however, that the Trustee shall not be
required to take any such action if it reasonably determines, or receives, at
the expense of the Certificateholders, an Opinion of Counsel (with copies
thereof delivered to the Certificateholders and the Depositor), that such action
(i) is inconsistent with the purpose of the Trust set forth in Section 2.7 or
contrary to the terms hereof.

            Section 8.14. Accounting and Reports to Certificateholders, Internal
Revenue Service and Others. The Trustee shall (a) maintain the books of the
Trust on a calendar year basis on the accrual method of accounting, (b) after
the close of each calendar year, deliver to each Certificateholder, as may be
required by the Code and applicable Treasury Regulations or otherwise, such
information for such year as may be required to enable each Certificateholder to
prepare its federal income tax returns, (c) as specifically directed in writing
by the Depositor, file such tax returns relating to the Trust and make such
elections as may from time to time be required or appropriate under any
applicable state or federal statute or rule or regulation thereunder so as to
maintain the Trust's characterization as other than an association taxable as a
corporation for federal income tax purposes, (d) cause such tax returns to be
signed in the manner required by law and (e) collect or cause to be collected
any withholding tax as described in and in accordance with Subsection 4.4 with
respect to income or distributions to Certificateholders.

            Section 8.15. Signature on Returns. Except as required by law, the
Trustee shall sign on behalf of the Trust any and all tax returns of the Trust
presented to it by the Depositor in final execution form.

                                   ARTICLE IX

                                   Termination

            Section 9.1. Termination upon Purchase or Liquidation of All Term
Assets. (a) The respective obligations and responsibilities under this Agreement
of the Depositor, the Administrative Agent, if any, and the Trustee (other than
the obligations of any such Administrative Agent to provide for and the Trustee
to make distributions to Holders of the Certificates of any given Series as
hereafter set forth) shall terminate upon the distribution to such Holders of
all amounts held in all the Accounts for such Series or by an Administrative
Agent, if any, and required to be paid to such Holders pursuant to this
Agreement on the Distribution Date coinciding with or following the earlier to
occur of (i) if and as provided in the Series Supplement for such Series, the
purchase by, and at the sole option of, the Administrative Agent, if any, as
provided in the Series Supplement for such Series, of all remaining Term Assets
for such Series in the Trust for such Series on any Distribution Date, provided
that such option may be exercised only if the aggregate principal amount of such
Term Assets at the time of any such purchase is less than 10% (or such other
percentage as may be specified in such Series Supplement) of the aggregate
principal amount of all Term Assets deposited in such Trust as of the applicable
Cut-off Date and (ii) the final payment on or other liquidation (which may
include redemption or other purchase thereof by the applicable Term Assets
Issuer) (or any Advance with respect thereto) of the last Term Asset remaining
in the Trust for such Series or the disposition of all property acquired upon
foreclosure or liquidation of any such Term Asset; provided, however, that in no
event shall the trust created hereby continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James, living on the
date hereof.

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            (b) The Administrative Agent shall exercise its option to purchase
all the Term Assets remaining in the Trust pursuant to clause (i) of Section
9.1(a) not later than 91 days prior to the anticipated date of purchase of all
such Term Assets, at a price as may be specified in the applicable Series
Supplement; provided, however, that such price shall not be less than the then
outstanding aggregate principal amount of such Term Assets as determined on the
date of purchase. The proceeds of such purchase will be deposited into the
Certificate Account and applied in the same manner and priority that collections
on Term Assets would be applied as provided in the applicable Series Supplement.

            (c) Written notice of any termination shall be provided as set forth
in Section 10.5.

            (d) Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Scheduled Distribution Date, or the Distribution
Date coinciding with or next following the earlier to occur of the occurrences
specified in clauses (i) and (ii) of Section 9.1(a), with respect to the
applicable Series of Certificates, the Trustee shall distribute to each Holder
presenting and surrendering its Certificates (i) the amount otherwise
distributable on such Distribution Date in accordance with Section 4.1 in
respect of the Certificates so presented and surrendered, if not in connection
with the purchase by an Administrative Agent or the Depositor of all the Term
Assets or (ii) as specified in the applicable Series Supplement, if in
connection with an Administrative Agent's purchase of all the remaining Term
Assets. Any funds not distributed on such Distribution Date shall be set aside
and held in trust for the benefit of Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner, and shall be disposed
of in accordance with this Section 9.1 and Section 4.1 hereof. Immediately
following the deposit of funds in trust hereunder, the Trust for such Series
shall terminate.

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                                    ARTICLE X

                            Miscellaneous Provisions

            Section 10.1. Amendment. (a) This Agreement may be amended from time
to time by the Depositor and the Trustee without notice to or the consent of any
of the Certificateholders for any of the following purposes: (i) to cure any
ambiguity or to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein; (ii) to add or
supplement any Credit Support for the benefit of any Certificateholders
(provided that if any such addition affects any series or class of
Certificateholders differently that any other series or class of
Certificateholders, then such addition will not, as evidenced by an opinion of
counsel, have a material adverse effect on the interests of any affected series
or class of Certificateholders); (iii) to add to the covenants, restrictions or
obligations of the Depositor, the Administrative Agent, if any, or the Trustee
for the benefit of the Certificateholders; (iv) to add, change or eliminate any
other provisions with respect to matters or questions arising under this
Agreement, so long as (x) any such amendment described in (i) through (iv) will
not, as evidenced by an opinion of counsel, cause the Trust (unless otherwise
specified in a related Series Supplement) to fail to qualify as a grantor trust
for federal income tax purposes or result in a sale or exchange of any
Certificate for tax purposes and (y) the Trustee has received written
confirmation from each Rating Agency rating such Certificates that such
amendment will not cause such Rating Agency rating such Certificates to reduce
or withdraw the then current rating thereof; (v) to comply with any requirements
imposed by the Code; (vi) to evidence and provide for the acceptance of
appointment hereunder of a Trustee other than U.S. Bank Trust National
Association, as Trustee for a Series of Certificates, and to add to or change
any of the provisions of this Agreement as shall be necessary to provide for or
facilitate the administration of the separate Trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 5.1 hereof; (vii) to evidence
and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Certificates of one or more Series or to add or change any
of the provisions of this Agreement as shall be necessary to provide for or
facilitate the administration of the trusts hereunder; or (viii) to provide for
the issuance of a new Series of Certificates pursuant to a Series Supplement
issued hereunder pursuant to Sections 5.1 and 5.13 hereof.

            (b) Without limiting the generality of the foregoing, with respect
to any Series this Agreement may also be modified or amended from time to time
by the Depositor and the Trustee with the consent of the Holders of Certificates
representing the Required Percentage--Amendment of the aggregate Voting Rights
of those Certificates to which such modification or amendment relates for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or alter the timing of, payments received on
Term Assets which are required to be distributed on any Certificate without the
unanimous consent of the Holders of such Certificates, (ii) adversely affect in
any material respect the interests of the Holders of any Series (or Class within
such Series) of Certificates in a manner other than as described in (i), without
the consent of the Holders of Certificates of such Series or Class evidencing
not less than the Required Percentage--Amendment of the aggregate Voting Rights
of such Series or Class or (iii) reduce the percentage of aggregate Voting
Rights required by (ii), as described in (ii), without the consent of the
Holders of all Certificates of such Series or Class then Outstanding; and
provided further that the Depositor shall furnish to the Trustee an Opinion of
Counsel (unless otherwise indicated in a related Series Supplement) stating
that, in the opinion of such counsel, any such amendment would not affect the
characterization of the Trust as a "grantor trust" for federal income tax
purposes. Notwithstanding any other provision of this Agreement, for purposes of
the giving or withholding of consents pursuant to this Section 10.1,
Certificates registered in the name of the Depositor, or any Affiliate thereof,
shall be entitled to Voting Rights with respect to matters affecting such
Certificates; and provided further that in the event the Rating Agency Condition
is not satisfied with respect to such modification or amendment, the Required
Percentage--Amendment shall be increased to require an aggregate percentage of
the aggregate Voting Rights in the amount specified in the applicable Series
Supplement. Notwithstanding any other provision of this Agreement, this Section
10.1(b) shall not be amended without the unanimous consent of the Holders of all
such Certificates.

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            (c) Promptly after the execution of any such amendment or
modification, the Trustee shall furnish a copy of such amendment or modification
to each Certificateholder of the affected Series or Class and to the Rating
Agency. It shall not be necessary for the consent of Certificate-holders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

            Section 10.2. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

            Section 10.3. Limitation on Rights of Certificateholders. (a) The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the applicable Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of then.

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

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            (c) No Certificateholder of a given Series shall have any right by
virtue of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless (i) such Holder previously shall have given to the Trustee a written
notice of breach and of the continuance thereof and unless also the Holders of
Certificates of such Series evidencing not less than the Required
Percentage--Remedies of the aggregate Voting Rights of such Series shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and agreed that the Trustee shall not be obligated to make any
investigation of matters arising under this Agreement or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order
or direction of any Certificateholders unless such Certificateholders have
offered to the Trustee the reasonable indemnity referred to above. It is further
understood and agreed, and expressly covenanted by each Certificateholder of
each Series with every other Certificateholder of such Series and the Trustee,
that no one or more Holders of Certificates of such Series shall have any right
in any manner whatever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the Certificates
of such Series, or to obtain or seek to obtain priority over or preference to
any other such Holder, or to enforce any right under this Agreement, except in
the manner herein provided and for the equal, ratable and common benefit of all
Certificateholders of such Series. For the protection and enforcement of the
provisions of this Section, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

            Section 10.4. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely therein without reference to such
State's principles of conflicts of law to the extent that the application of the
laws of another jurisdiction would be required thereby, and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance
with such laws.

            Section 10.5. Notices. All directions, demands and notices hereunder
shall be in writing and shall be delivered as set forth in the applicable Series
Supplement. Any notice required to be provided to a Holder of a Certificate
shall be given by first class mail, postage prepaid, at the last address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given when mailed, whether or not the Certificateholder receives such
notice.

            Section 10.6. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

            Section 10.7. Notice to Rating Agency. The Trustee shall use its
best efforts promptly to provide notice to the Rating Agency with respect to
each of the following of which it has actual knowledge:

            (i) any change or amendment to this Agreement;

            (ii) the occurrence of any Administrative Agent Termination Event;

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            (iii) the resignation or termination of an Administrative Agent, if
      any, or the Trustee;

            (iv) the appointment of a successor Trustee;

            (v) the repurchase or substitution of Term Assets, if any, pursuant
      to Section 2.3;

            (vi) the final payment to Holders of the Certificates of any Class;

            (vii) any change in the location of the Certificate Account; and

            (viii) any event that would result in the inability of the Trustee
      to make Advances.

In addition, the Trustee shall promptly furnish to each Rating Agency copies of
each report to Certificateholders described in Section 4.2 and the
Administrative Agent, if any, or otherwise the Trustee shall promptly furnish to
each Rating Agency copies of the following:

            (i) each annual statement as to compliance described in Section
      3.15; and

            (ii) each annual independent public accountants' servicing report
      described in Section 3.16.

Any such notice pursuant to this Section shall be in writing and shall be deemed
to have been duly given if personally delivered or mailed by first class mail,
postage prepaid, or by express delivery service to each Rating Agency at the
address specified in the applicable Series Supplement.

            Section 10.8. Grant of Security Interest. It is the express intent
of the parties hereto that each conveyance of any Term Assets by the Depositor
to the Trustee be, and be construed as, a sale of the Term Assets by the
Depositor and not a pledge of or grant of a security interest in any Term Assets
by the Depositor to secure a debt or other obligation of the Depositor. However,
in the event that, notwithstanding the aforementioned intent of the parties, any
Term Assets are held to be property of the Depositor, then, (a) it is the
express intent of the parties that such conveyance be a pledge of or grant of a
security interest in such Term Assets by the Depositor to the Trustee to secure
a debt or other obligation of the Depositor and (b)(1) this Agreement shall also
be a security agreement within the meaning of Articles 8 and 9 of the Uniform
Commercial Code as in effect from time to time in the State of New York, or such
other State as may be specified in the related Series Supplement; (2) the
conveyance provided for in Section 2.1 hereof shall be a grant by the Depositor
to the Trustee of a security interest in all the Depositor's right, title and
interest in and to such Term Assets and all amounts payable to the holders of
such Term Assets in accordance with the terms thereof and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including all amounts from time to time held or
invested in the applicable Certificate Account, whether in the form of cash,
instruments, securities or other property; (3) the obligations secured by such
security agreement shall be all the Depositor's obligations under this
Agreement, including the obligation to provide to the Certificateholders the
benefits of this Agreement relating to such Term Assets and the applicable
Trust; and (4) notifications to persons holding such property, and
acknowledgements, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgements, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law. The
Depositor shall direct the Trustee to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Term Assets, such security interest
would be deemed to be a perfected security interest of first priority under
applicable law and will be maintained as such for so long as any of the Term
Assets remain outstanding. Without limiting the generality of the foregoing, the
Trustee, upon receipt of such direction, shall file, or shall cause to be filed,
all filings identified by the Depositor to be necessary to maintain the
effectiveness of any original filings identified by the Depositor to be
necessary under the Uniform Commercial Code as in effect in any jurisdiction to
perfect the Trustee's security interest in or lien on the Term Assets, including
(x) continuation statements and (y) such other statements as may be occasioned
by (1) any change of name of the Depositor or the Trustee, (2) any change of
location of the place of business, the chief executive office, or jurisdiction
of organization of the Depositor or (3) any transfer of any interest of the
Depositor in any Term Asset.

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            Section 10.9. Nonpetition Covenant. Notwithstanding any prior
termination of this Agreement, each of the Trustee (including any Co-Trustee)
the Administrative Agent, if any, (including any Sub-Administrative Agent,
Authenticating Agent, Calculation Agent, or Paying Agent) and the Depositor
agrees that it shall not, until the date which is one year and one day after the
earlier of a Trust Termination Event or the Final Scheduled Distribution Date,
acquiesce, petition or otherwise invoke or cause the Trust to invoke the process
of the United States of America, any State or other political subdivision
thereof or any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government for the purpose of
commencing or sustaining a case by or against the Trust under a 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 all or any part of the property or assets of the Trust or ordering the
winding up or liquidation of the affairs of the Trust.

            Section 10.10. No Recourse. Provided that there exists no default on
the Term Assets, neither the Trustee (including any Co-Trustee), the
Administrative Agent, if any (including any Sub-Administrative Agent,
Authenticating Agent, Calculation Agent, or Paying Agent) nor the Depositor
shall have any recourse to the Term Assets, except as specifically provided in
the related Series Supplement.

            Section 10.11. Article and Section References. All article and
section references used in this Agreement, unless otherwise provided, are to
articles and sections in this Agreement.

            Section 10.12. Conflict with Trust Indenture Act.

            (a) If any provision hereof limits, qualifies or conflicts with
another provision hereof that is required to be included in this Agreement by
any of the provisions of the TIA, such required provision shall control.

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            (b) The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
herein unless expressly excluded by this Agreement) are a part of and govern
this Agreement, whether or not physically contained herein.

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            IN WITNESS WHEREOF, the Depositor and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, in each case as of the day and year first above written.

                                  STRUCTURED PRODUCTS CORP.,
                                  as Depositor

                                  By:_________________________________________
                                              Authorized Signatory



                                  U.S. BANK TRUST NATIONAL
                                  ASSOCIATION, as Trustee

                                  By:_________________________________________
                                              Authorized Signatory



                  [Signature Page to CorTS(SM) Trust Agreement]

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                                TABLE OF CONTENTS

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ARTICLE I             DEFINITIONS AND ASSUMPTIONS................................................................1

         Section 1.1.      Definitions...........................................................................1

         Section 1.2.      Rules of Construction................................................................15

ARTICLE II            DECLARATION OF TRUSTS; ISSUANCE OF CERTIFICATES...........................................15

         Section 2.1.      Creation and Declaration of Trusts; Assignment of Term Assets........................15

         Section 2.2.      Acceptance by Trustee................................................................16

         Section 2.3.      Repurchase or Substitution of Certain Term Assets by the Term Asset Provider.........16

         Section 2.4.      Representations and Warranties of the Depositor and Representations,
                           Warranties and Covenants of the Administrative Agent.................................18

         Section 2.5.      Breach of Representation, Warranty or Covenant.......................................19

         Section 2.6.      Agreement to Authenticate and Deliver Certificates...................................19

         Section 2.7.      Statement of Intent..................................................................19

ARTICLE III           ADMINISTRATION OF EACH TRUST..............................................................20

         Section 3.1.      Administration of each Trust.........................................................20

         Section 3.2.      Sub-Administration Agreements Between Administrative Agent or Trustee and
                           Sub-Administrative Agents............................................................21

         Section 3.3.      Successor Sub-Administrative Agents..................................................21

         Section 3.4.      Liability of the Administrative Agent................................................22

         Section 3.5.      No Contractual Relationship Between Certain Sub-Administrative Agents and
                           Trustee or Certificateholders........................................................22

         Section 3.6.      Assumption or Termination of Sub-Administration Agreements by Trustee................22

         Section 3.7.      Collection of Certain Term Asset Payments............................................23

         Section 3.8.      Collections by Sub-Administrative Agent..............................................23

         Section 3.9.      Certificate Account..................................................................23

         Section 3.10.     Investment of Funds in the Accounts..................................................24

         Section 3.11.     Maintenance of Credit Support........................................................25

         Section 3.12.     Realization Upon Defaulted Term Assets...............................................25

         Section 3.13.     Retained Interest....................................................................27

         Section 3.14.     Administrative Agent's Compensation and Reimbursement................................27

         Section 3.15.     Statement as to Compliance...........................................................28

         Section 3.16.     Independent Public Accountants' Administration Report................................28
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         Section 3.17.     Access to Certain Documentation......................................................28

         Section 3.18.     Duties of the Administrative Agent...................................................29

         Section 3.19.     Depositor to Furnish Names and Addresses of Holders to Trustee.......................29

         Section 3.20.     Preservation of Information, Communications to Holders...............................29

ARTICLE IV            DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS...........................................29

         Section 4.1.      Distributions........................................................................29

         Section 4.2.      Reports to Certificateholders........................................................30

         Section 4.3.      Advances.............................................................................31

         Section 4.4.      Compliance with Withholding Requirements.............................................32

         Section 4.5.      Optional Exchange....................................................................32

ARTICLE V             THE CERTIFICATES..........................................................................33

         Section 5.1.      The Certificates.....................................................................33

         Section 5.2.      Execution, Authentication and Delivery...............................................38

         Section 5.3.      Temporary Certificates...............................................................38

         Section 5.4.      Registration; Registration of Transfer and Exchange..................................39

         Section 5.5.      Mutilated, Destroyed, Lost and Stolen Certificates...................................41

         Section 5.6.      Distribution of Interest; Interest Rights Preserved..................................42

         Section 5.7.      Persons Deemed Owners................................................................43

         Section 5.8.      Cancellation.........................................................................43

         Section 5.9.      Global Securities....................................................................43

         Section 5.10.     Notices to Depositary................................................................44

         Section 5.11.     Definitive Certificates..............................................................45

         Section 5.12.     Currency of Distributions in Respect of Certificates.................................45

         Section 5.13.     Conditions of Authentication and Delivery of New Series..............................46

         Section 5.14.     Appointment of Paying Agent..........................................................47

         Section 5.15.     Authenticating Agent.................................................................48

         Section 5.16.     Events of Default....................................................................49

         Section 5.17.     Control by Holders...................................................................49

         Section 5.18.     Waiver of Past Defaults..............................................................49

ARTICLE VI            THE DEPOSITOR AND THE ADMINISTRATIVE AGENT................................................50

         Section 6.1.      Preparation and Filing of Exchange Act Reports; Obligations of the Depositor
                           and the Administrative Agent.........................................................50
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         Section 6.2.      Merger or Consolidation of the Depositor or the Administrative Agent.................53

         Section 6.3.      Limitation on Liability of the Depositor and the Administrative Agent................54

         Section 6.4.      Limitation on Resignation of the Administrative Agent................................55

         Section 6.5.      Rights of the Depositor in Respect of the Administrative Agent.......................55

         Section 6.6.      Depositor May Purchase Certificates..................................................55

         Section 6.7.      The Administrative Agent and Other Parties...........................................56

         Section 6.8.      Preferential Collection of Claims Against Depositor..................................56

ARTICLE VII           ADMINISTRATIVE AGENT TERMINATION EVENTS...................................................56

         Section 7.1.      Administrative Agent Termination Events..............................................56

         Section 7.2.      Trustee to Act; Appointment of Successor.............................................58

         Section 7.3.      Notification to Certificateholders...................................................59

         Section 7.4.      Waiver of Administrative Agent Termination Events....................................59

ARTICLE VIII          CONCERNING THE TRUSTEE....................................................................60

         Section 8.1.      Duties of Trustee; Notice of Defaults................................................60

         Section 8.2.      Certain Matters Affecting the Trustee................................................62

         Section 8.3.      Trustee Not Liable for Recitals in Certificates or Term Assets.......................63

         Section 8.4.      Trustee May Own Certificates.........................................................64

         Section 8.5.      Trustee's Fees and Expenses; Indemnification; Undertaking for Costs..................64

         Section 8.6.      Eligibility Requirements for Trustee.................................................65

         Section 8.7.      Resignation or Removal of the Trustee................................................65

         Section 8.8.      Successor Trustee....................................................................66

         Section 8.9.      Merger or Consolidation of Trustee...................................................66

         Section 8.10.     Appointment of Co-Trustee or Separate Trustee........................................66

         Section 8.11.     Appointment of Office or Agency......................................................67

         Section 8.12.     Representations and Warranties of Trustee............................................68

         Section 8.13.     Trustee to Act Only in Accordance With This Agreement or Pursuant to
                           Instructions of Certificateholders...................................................68

         Section 8.14.     Accounting and Reports to Certificateholders, Internal Revenue Service and
                           Others...............................................................................68

         Section 8.15.     Signature on Returns.................................................................69
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ARTICLE IX            TERMINATION...............................................................................69

         Section 9.1.      Termination upon Purchase or Liquidation of All Term Assets..........................69

ARTICLE X             MISCELLANEOUS PROVISIONS..................................................................70

         Section 10.1.     Amendment............................................................................70

         Section 10.2.     Counterparts.........................................................................71

         Section 10.3.     Limitation on Rights of Certificateholders...........................................71

         Section 10.4.     Governing Law........................................................................72

         Section 10.5.     Notices..............................................................................72

         Section 10.6.     Severability of Provisions...........................................................72

         Section 10.7.     Notice to Rating Agency..............................................................73

         Section 10.8.     Grant of Security Interest...........................................................73

         Section 10.9.     Nonpetition Covenant.................................................................74

         Section 10.10.    No Recourse..........................................................................75

         Section 10.11.    Article and Section References.......................................................75

         Section 10.12.    Conflict with Trust Indenture Act....................................................75
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