Exhibit 4.1







                       STANDARD TERMS FOR TRUST AGREEMENTS


                                     between


                      CSFB ASSET REPACKAGING DEPOSITOR LLC,


                                  as Depositor


                                       and


                      U.S. BANK TRUST NATIONAL ASSOCIATION,


                    as Trustee and as Securities Intermediary





                                 Dated as of [o]



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                                TABLE OF CONTENTS

                                                                                                              Page
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<S>                      <C>                                                                                  <C>
ARTICLE I                DEFINITIONS AND ASSUMPTIONS............................................................1

         Section 1.1.    Definitions............................................................................1
         Section 1.2.    Rules of Construction.................................................................19

ARTICLE II               DECLARATION OF TRUSTS; ISSUANCE OF CERTIFICATES.......................................19

         Section 2.1.    Creation and Declaration of Trusts; Assignment of Underlying Securities...............19
         Section 2.2.    Acceptance by Trustee.................................................................21
         Section 2.3.    Repurchase or Substitution of Certain Deposit Assets by the Deposited Asset
                         Provider..............................................................................22
         Section 2.4.    Representations and Warranties of the Depositor and Representations,
                         Warranties and Covenants of the Administrative Agent..................................23
         Section 2.5.    Breach of Representation, Warranty or Covenant........................................24
         Section 2.6.    Agreement to Execute, Authenticate and Deliver Certificates...........................25
         Section 2.7.    Statement of Intent...................................................................25
         Section 2.8.    Custody and Holding of Underlying Securities..........................................25

ARTICLE III              Administration of each Trust..........................................................27

         Section 3.1.    Administration of each Trust..........................................................27
         Section 3.2.    Sub-Administration Agreements Between Administrative Agent or Trustee and
                         Sub-Administrative Agents.............................................................28
         Section 3.3.    Successor Sub-Administrative Agents...................................................29
         Section 3.4.    Liability of the Administrative Agent.................................................29
         Section 3.5.    No Contractual Relationship Between Certain Sub-Administrative Agents and
                         Trustee or Certificateholders.........................................................29
         Section 3.6.    Assumption or Termination of Sub-Administration Agreements by Trustee.................30
         Section 3.7.    Collection of Certain Underlying Security Payments....................................30
         Section 3.8.    Collections by Sub-Administrative Agent...............................................30
         Section 3.9.    Certificate Account...................................................................31
         Section 3.10.   Investment of Funds in the Accounts...................................................32
         Section 3.11.   Maintenance of Credit Support.........................................................33
         Section 3.12.   Realization Upon Defaulted Underlying Securities......................................33
         Section 3.13.   [Intentionally Omitted]...............................................................35
         Section 3.14.   Administrative Agent's Compensation and Reimbursement.................................35
         Section 3.15.   Statement as to Compliance............................................................35
         Section 3.16.   Independent Public Accountants' Administration Report.................................35
         Section 3.17.   Access to Certain Documentation.......................................................36
         Section 3.18.   Duties of the Administrative Agent....................................................36
         Section 3.19.   Depositor to Furnish Names and Addresses of Certificateholders to Trustee.............37

                                      -i-
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         Section 3.20.   Preservation of Information, Communications to Certificateholders.....................37
         Section 3.21.   Reports by Trustee....................................................................37
ARTICLE IV               DISTRIBUTIONS AND REPORTS TO CERTIFICATEHOLDERS.......................................37

         Section 4.1.    Distributions.........................................................................37
         Section 4.2.    Reports to Certificateholders.........................................................38
         Section 4.3.    Advances..............................................................................39
         Section 4.4.    Compliance with Withholding Requirements..............................................40
         Section 4.5.    Optional Exchange.....................................................................40

ARTICLE V                THE CERTIFICATES......................................................................42

         Section 5.1.    The Certificates......................................................................42
         Section 5.2.    Execution, Authentication and Delivery................................................47
         Section 5.3.    Temporary Certificates................................................................47
         Section 5.4.    Registration; Registration of Transfer and Exchange...................................48
         Section 5.5.    Mutilated, Destroyed, Lost and Stolen Certificates....................................50
         Section 5.6.    Distribution of Interest; Interest Rights Preserved...................................51
         Section 5.7.    Persons Deemed Owners.................................................................52
         Section 5.8.    Cancellation..........................................................................52
         Section 5.9.    Global Securities.....................................................................52
         Section 5.10.   Notices to Depositary.................................................................54
         Section 5.11.   Definitive Certificates...............................................................54
         Section 5.12.   Currency of Distributions in Respect of Certificates..................................54
         Section 5.13.   Conditions of Authentication and Delivery of New Series...............................55
         Section 5.14.   Appointment of Paying Agent...........................................................56
         Section 5.15.   Authenticating Agent..................................................................56
         Section 5.16.   Events of Default.....................................................................57
         Section 5.17.   Control by Certificateholders.........................................................58
         Section 5.18.   Waiver of Past Defaults...............................................................58

ARTICLE VI               THE DEPOSITOR AND THE ADMINISTRATIVE AGENT............................................58

         Section 6.1.    Preparation and Filing of Exchange Act Reports; Obligations of the Trustee,
                         the Depositor and the Administrative Agent............................................58
         Section 6.2.    Merger or Consolidation of the Depositor or the Administrative Agent..................62
         Section 6.3.    Limitation on Liability of the Depositor and the Administrative Agent;
                         Indemnification.......................................................................63
         Section 6.4.    Limitation on Resignation of the Administrative Agent.................................63
         Section 6.5.    Rights of the Depositor in Respect of the Administrative Agent........................64
         Section 6.6.    Depositor May Purchase Certificates...................................................64
         Section 6.7.    The Administrative Agent and Other Parties............................................64
         Section 6.8.    Preferential Collection of Claims Against Depositor...................................64

ARTICLE VII              ADMINISTRATIVE AGENT TERMINATION EVENTS...............................................65

         Section 7.1.    Administrative Agent Termination Events...............................................65

                                       ii
<PAGE>

         Section 7.2.    Trustee to Act; Appointment of Successor..............................................68
         Section 7.3.    Notification to Certificateholders....................................................68
         Section 7.4.    Waiver of Administrative Agent Termination Events.....................................69

ARTICLE VIII             CONCERNING THE TRUSTEE................................................................69

         Section 8.1.    Duties of Trustee; Notice of Defaults.................................................69
         Section 8.2.    Certain Matters Affecting the Trustee.................................................72
         Section 8.3.    Trustee Not Liable for Recitals in Certificates or Underlying Securities..............73
         Section 8.4.    Trustee May Own Certificates..........................................................73
         Section 8.5.    Trustee's Fees and Expenses; Indemnification; Undertaking for Costs...................73
         Section 8.6.    Eligibility Requirements for Trustee..................................................74
         Section 8.7.    Resignation or Removal of the Trustee.................................................75
         Section 8.8.    Successor Trustee.....................................................................75
         Section 8.9.    Merger or Consolidation of Trustee....................................................76
         Section 8.10.   Appointment of Co-Trustee or Separate Trustee.........................................76
         Section 8.11.   Appointment of Office or Agency.......................................................77
         Section 8.12.   Representations and Warranties of Trustee.............................................77
         Section 8.13.   Trustee to Act Only in Accordance With These Standard Terms or Pursuant to
                         Instructions of Certificateholders....................................................78
         Section 8.14.   Accounting and Reports to Certificateholders, Internal Revenue Service and
                         Others................................................................................78
         Section 8.15.   Signature on Returns..................................................................78

ARTICLE IX               SECURITIES INTERMEDIARY...............................................................78

         Section 9.1.    Resignation or Removal of the Securities Intermediary; Appointment of
                         Successor Securities Intermediary.....................................................78

ARTICLE X                TERMINATION...........................................................................80

         Section 10.1.   Termination upon Purchase or Liquidation of All Underlying Securities.................80

ARTICLE XI               MISCELLANEOUS PROVISIONS..............................................................81

         Section 11.1.   Amendment.............................................................................81
         Section 11.2.   Counterparts..........................................................................83
         Section 11.3.   Limitation on Rights of Certificateholders............................................83
         Section 11.4.   Governing Law.........................................................................83
         Section 11.5.   Notices...............................................................................84
         Section 11.6.   Severability of Provisions............................................................84
         Section 11.7.   Notice to Rating Agencies.............................................................84
         Section 11.8.   Grant of Security Interest............................................................85
         Section 11.9.   Nonpetition Covenant..................................................................86
         Section 11.10.  No Recourse...........................................................................86
         Section 11.11.  Article and Section References........................................................86
         Section 11.12.  Conflict with Trust Indenture Act.....................................................86

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                                      iii
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<TABLE>
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RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
                ACT OF 1939 AND AGREEMENT PROVISIONS*

     Trust Indenture Act
           Section                                                                        Agreement Section
----------------------------                                                    ----------------------------------
          <S>                                                                              <C>
          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)
              (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

</TABLE>



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


                                       iv
<PAGE>


         STANDARD TERMS FOR TRUST AGREEMENTS, dated as of [o] between
CSFB ASSET REPACKAGING DEPOSITOR LLC, a Delaware limited liability company, as
depositor (the "Depositor"), and U.S. BANK TRUST NATIONAL ASSOCIATION, a
national banking association, as trustee (in such capacity, the "Trustee") and
as securities intermediary (in such capacity, the "Securities Intermediary").

                              PRELIMINARY STATEMENT

         The Depositor, the Trustee and the Securities Intermediary have duly
authorized the execution and delivery of these Standard Terms for Trust
Agreements (as amended or modified, these "Standard Terms") to provide for one
or more Series (and, if applicable, one or more Classes within each such Series)
of Pass-Through Repackaged Trust Certificates (the "Certificates"), issuable
from time to time as provided in these Standard Terms.

         Each such Series (or each Class within such Series) of Certificates
will be issued pursuant to a separate series supplement to these Standard Terms
duly executed and delivered by the Depositor, the Administrative Agent, if any,
specified in the applicable Series Supplement, and the Trustee. With respect to
each Series of Certificates, these Standard Terms and, unless the context
otherwise requires, the related Series Supplement and all amendments thereto
shall be known as the "Trust Agreement."

         All representations, covenants and agreements made in each Trust
Agreement by each of the Depositor, the Administrative Agent, if any, the
Trustee and the Securities Intermediary are for the benefit and security of the
Certificateholders of the related Series and, to the extent provided in the
applicable Series Supplement, for the benefit and security of any other party
specified therein (including, if applicable, any Credit Support Provider). The
Depositor and the Securities Intermediary are entering into these Standard
Terms, 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 these Standard Terms.

         "Account":  As defined in Section 3.10.

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

         "Accredited Investor": A Person that qualifies as an "accredited
investor" within the meaning of Rule 501(a) under the Securities Act.



<PAGE>

         "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 these Standard Terms 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 these Standard
Terms and such Series Supplement, and thereafter "Administrative Agent" shall
mean such successor Person.

         "Accreted Amount": 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 Fees": 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.

         "Authenticating Agent":  As defined in Section 5.15.

         "Authorized Officer": With respect to the Depositor, its President,
any Director, any Vice President, its Treasurer or its Bank Account Officer;
and with respect to the Administrative Agent, any officer authorized to sign
on behalf of the Administrative Agent, as further described in the Series
Supplement.

         "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 Underlying
Securities (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 Documents with respect
to such Series for such Distribution Date and (iii) all other amounts, if any,
specified by the applicable Series Supplement.



                                      2
<PAGE>

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

         "Book-Entry Securities": Securities maintained in the form of entries
(including the Security Entitlements in such Securities) in the commercial
book-entry system of the Fed and held for the Trustee, directly or indirectly,
by any Trustee's Fed Member. Book-Entry Securities shall not include, in any
event, any Certificated Security (or any Security Entitlement in any
Certificated Security) held, directly or indirectly, through a Clearing
Corporation.

         "Business Day": With respect to any Series (or Class within such
Series) of Certificates, as defined in the related Series Supplement.

         "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 Amount": With respect to an Outstanding
Certificate, as determined at any time, the maximum amount that the
Certificateholder thereof is entitled to receive as distributions allocable to
principal payments on the Underlying Securities. The Certificate Principal
Amount, 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
Amount thereof less the sum of (i) all amounts allocable to prior
distributions made to such Class in respect of principal of the Underlying
Securities and (ii) any reductions attributable to Certificates surrendered in
exchange for Underlying Securities, as and to the extent provided in the
applicable Series Supplement.

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

         "Certificated Security": The meaning specified in Section 8-102(a)(4)
of the Uniform Commercial Code.

         "Certificateholder": Any holder of a Certificate.

         "Certificates": Any Certificates authorized by, and authenticated and
delivered under, these Standard Terms.

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

         "Clearing Corporation": The meaning specified in Section 8-102(a)(5)
of the Uniform Commercial Code.



                                      3
<PAGE>

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

         "Code": The Internal Revenue Code of 1986, as amended.

         "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 these Standard Terms 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 Certificateholders, 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 Certificateholders, 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, financial guaranty insurance
policy, reserve account, 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 Underlying Securities for such Series
or Class, which in each case is specified as such in the related Series
Supplement.

         "Credit Support Document": 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.

         "Currency": Unless otherwise set forth in the related Series
Supplement, Dollars.

         "Cut-off Date": With respect to any Series, the date specified as
such in the related Series Supplement. For purposes of these Standard Terms,
any Underlying Security 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 amount of such Underlying
Security as of such Cut-off Date shall be deemed to be to the principal amount
of such Underlying Security as of the date on which it was acquired by the
Depositor.

         "Definitive Certificates": As defined in Section 5.9.

         "Deleted Deposited Asset": An Underlying Security replaced or to be
replaced by a Qualified Substitute Deposited Asset.



                                      4
<PAGE>

         "Delivery": With respect to any Deposited Assets, Delivery shall mean
(terms used in the following clauses that are not otherwise defined are used
as defined in Article 8 of the Uniform Commercial Code):

                     (i) in the case of each certificated security (other
         than a clearing corporation security (as defined below)) or
         instrument, by:

                         (1) the delivery of such certificated
                  security or instrument to the Securities Intermediary
                  registered in the name of the Securities Intermediary or its
                  affiliated nominee or endorsed to the Securities Intermediary
                  or in blank,

                         (2) the Securities Intermediary continuously
                  indicating by book-entry that such certificated security or
                  instrument is credited to the applicable Certificate Account,
                  and

                         (3) the Securities Intermediary maintaining
                  continuous possession of such certificated security or
                  instrument;

                   (ii)  in the case of each uncertificated security
         (other than a clearing corporation security), by causing:

                         (1) such uncertificated security to be
                  continuously registered on the books of the issuer thereof to
                  the Securities Intermediary, and

                         (2) the Securities Intermediary continuously
                  indicating by book-entry that such uncertificated security is
                  credited to the applicable Certificate Account;

                   (iii) in the case of each security in the custody of
         or maintained on the books of a clearing corporation or its nominee (a
         "clearing corporation security"), by causing:

                         (1) the relevant clearing corporation to
                  credit such clearing corporation security to the securities
                  account of the Securities Intermediary, and

                         (2) the Securities Intermediary continuously
                  indicating by book-entry that such clearing corporation
                  security is credited to the applicable Certificate Account;

                    (iv) in the case of each security issued or guaranteed by
         the United States of America or agency or instrumentality thereof
         and that is maintained in book-entry records of the Federal Reserve
         Bank of New York ("FRBNY") (each such security, a "government
         security"), by causing:

                         (1) the creation of a security entitlement
                  to such government security by the credit of such government
                  security to the securities account of the Securities
                  Intermediary at the FRBNY, and


                                      5
<PAGE>


                         (2) the Securities Intermediary continuously
                  indicating by book-entry that such government security is
                  credited to the applicable Certificate Account;

                     (v) in the case of each security entitlement not
         governed by clauses (i) through (iv) above, by:

                         (1) causing a securities intermediary (x) to
                  indicate by book-entry that the underlying "financial asset"
                  (as defined in Section 8-102(a)(9) of the Uniform Commercial
                  Code) has been credited to the Securities Intermediary's
                  securities account, (y) to receive a financial asset from the
                  Securities Intermediary or acquiring the underlying financial
                  asset for the Securities Intermediary, and in either case,
                  accepting it for credit to the Securities Intermediary's
                  securities account or (z) to become obligated under other law,
                  regulation or rule to credit the underlying financial asset to
                  the Security Intermediary's securities account,

                         (2) the making by such securities intermediary of
                  entries on its books and records continuously identifying
                  such security entitlement as belonging to the Securities
                  Intermediary and continuously indicating by book-entry that
                  such security entitlement is credited to the Securities
                  Intermediary's securities account, and

                         (3) the Securities Intermediary continuously
                  indicating by book-entry that such security entitlement (or
                  all rights and property of the Securities Intermediary
                  representing such security entitlement) is credited to the
                  applicable Certificate Account; and

                    (vi) in the case of cash or money, by:

                         (1) the delivery of such cash or money to
                  the Securities Intermediary,

                         (2) the Securities Intermediary treating
                  such cash or money as a financial asset maintained by such
                  Securities Intermediary for credit to the applicable
                  Certificate Account in accordance with the provisions of
                  Article 8 of the Uniform Commercial Code, and

                         (3) causing the Securities Intermediary to
                  continuously indicate by book-entry that such cash or money is
                  credited to the applicable Certificate Account.

         "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 in the applicable
Series Supplement until a successor Depositary shall have become such pursuant
to the applicable provisions of these Standard Terms, 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




                                      6
<PAGE>

Certificates of any such Series or Class shall mean the Depositary with
respect to the Certificates of that Series or Class.

         "Depositary 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.

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

         "Deposited 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 Underlying
Securities 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 Underlying Securities on the
terms set forth in Section 2.3.

         "Deposited Assets": With respect to any Series, the following assets,
properties and items (together with the accounts and book-entry accounts
containing or reflecting, directly or indirectly, such assets, properties and
items), in each case, wherever located, however held and whether now owned or
existing or hereafter acquired or arising:

                           (i) all Underlying Securities;

                           (ii) all payments receivable or received in respect
         of the Underlying Securities in respect of such Series including the
         immediate and continuing right to claim for, collect, receive and give
         receipt for principal, premium, if any, and interest payments on or in
         respect of such Underlying Securities and all other monies payable
         thereunder;

                           (iii) all Financial Assets, Security Entitlements and
         Investment Property in, constituting, evidenced by, resulting from or
         otherwise related to, any of the Deposited Assets;

                           (iv) all other rights and remedies (but none of the
         obligations) comprising, arising or resulting from or related to the
         sale of the Deposited Assets including, without limitation, the right
         to give and receive notices and other communications, to make waivers
         or other agreements, to exercise all rights and options of the
         Depositor, to bring Proceedings in the name of the Depositor or
         otherwise, and generally to exercise all of the rights and remedies of
         the Depositor and to do and receive anything that the Depositor is or
         may be entitled to do or receive thereunder or with respect thereto;

                           (v) any other assets identified as Deposited Assets
         in the related Series Supplement, which assets may include cash, cash
         equivalents, guarantees, letters of credit, financial insurance,
         interest rate, currency, equity, commodity and credit-linked swaps,
         caps, floors, collars and options, forward contracts, structured
         securities and other instruments and transactions that credit enhance,
         hedge or otherwise support the




                                      7
<PAGE>

         Underlying Securities designed to assure the servicing or timely
         distribution of payments to Certificateholders; and

                           (vi) all "proceeds" (as defined in the Uniform
         Commercial Code) of any or all of the foregoing.

         "Deposited Assets Schedule": With respect to any Series, a listing of
the Deposited Assets for such Series as of the Closing Date, including, with
respect to each Underlying Security or other Deposited Asset, the obligor and
the principal balance thereof, which shall be attached as a schedule to the
related Series Supplement.

         "Depositor": CSFB Asset Repackaging Depositor LLC, a Delaware limited
liability company, and, if a successor Person shall have become the Depositor
pursuant to any applicable provisions of these Standard Terms, "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 Authorized
Officers and delivered to the Trustee.

         "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 Agencies the higher
of (x) at least the then current long-term rating of the Underlying Securities
or (y) in one of the 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, national banking association or trust company in trust for the
benefit of the Certificateholders; provided, however, that such depositary
institution, national banking association or trust company (or its parent) has a
long-term rating in one of the four respective highest categories by the Rating
Agencies.

         "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.



                                      8
<PAGE>

         "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.

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

         "Fed": The Federal Reserve Bank of New York.

         "Fed Member Securities Account": In respect of any Person, an account
in the name of such Person at the Fed, to which account Book-Entry Securities
held for such Person are or may be credited.

         "Federal Book-Entry Regulations": (a) the Federal regulations
contained in Subpart B ("Treasury/Reserve Automated Debt Entry System
(TRADES)" governing Book-Entry Securities consisting of U.S. Treasury bonds,
notes and bills) and Subpart D ("Additional Provisions") of 31 C.F.R. Part
357, 31 C.F.R. ss. 357.10 through ss. 357.14 and ss. 357.41 through ss. 357.44
(including related defined terms in 31 C.F.R. ss. 357.2) and (b) to the extent
substantially identical to the federal regulations referred to in clause (a)
above (as in effect from time to time), the federal regulations governing
other Book-Entry Securities.

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

         "Financial Asset": As defined in Section 8-102(a)(9) of the Uniform
Commercial Code.

         "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.



                                      9
<PAGE>

         "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 Underlying Securities and shall satisfy any other requirements specified
in such Series Supplement.

         "Independent": When used with respect to any Person means that the
Person (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 material financial interest in the Depositor
or the Administrative Agent, if any, or in any Affiliate of either of the
foregoing Persons 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.

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

         "Investment Property": As defined in Section 9-102(a)(49) of the
Uniform Commercial Code.

         "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 Certificateholders 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 Underlying Securities
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
Underlying Securities 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 Underlying Security or collateral, if any, related thereto or (ii)
the repurchase, substitution or sale of an Underlying Security.

         "Notional Amount": With respect to any Class, if applicable, the
initial notional amount specified in the related Series Supplement on which
distributions of interest may be determined




                                      10
<PAGE>

at the applicable Pass Through Rate, as such notional amount may be adjusted
as specified in such Series Supplement.

         "Officer's Certificate": A certificate signed by any one (or, if
specified in these Standard Terms or any Series Supplement, more than one)
Authorized 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 acceptable to the
Trustee, which counsel may, except as otherwise expressly provided in these
Standard Terms or in the related Series Supplement, be counsel to the Depositor
or the Administrative Agent, if any, except that any opinion of counsel relating
to the qualification of any account required to be maintained pursuant to these
Standard Terms 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.

         "Outstanding": With respect to Certificates of a specified Series (or
Class within such Series), as of any date of determination, all such
Certificates theretofore executed, authenticated and delivered under these
Standard Terms 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 executed, authenticated and
         delivered pursuant to these Standard Terms, 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 Certificateholders 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 Certificateholder 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 Amount or Notional
Amount, as applicable, with respect thereto as of the



                                      11
<PAGE>

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.

         "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 Underlying
         Securities 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




                                      12
<PAGE>

         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 Underlying Securities; 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 Underlying
         Securities and Permitted Investments held as part of the Trust for such
         Series;

                           (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 Underlying Security required to
be repurchased by the Deposited 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 Underlying Security 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 Underlying Security as of




                                      13
<PAGE>

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 Underlying Security, (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 Underlying Security and allocated to Certificateholders on or
before the date of purchase.

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

         "Rating Agencies": 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 qualification,
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.

         "Related Proceeds": With respect to any Series, amounts held in the
related Certificate Account representing late recoveries on the Underlying
Securities, Credit Support proceeds, if any, or Liquidation Proceeds.

         "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 Amount or Notional Amount of such Outstanding Certificates computed
at the applicable Pass Through Rate.

         "Required Percentages": With respect to any Series, the required
percentages of the aggregate Voting Rights of Certificates of such Series in
"Required Percentage--Amendment"; "Required Percentage-Definitive
Certificates"; "Required Percentage-Direction of Trustee"; "Required
Percentage-Remedies"; "Required Percentage-Removal of Securities
Intermediary"; "Required Percentage-Removal of Trustee"; and "Required
Percentage-Waiver," each as defined below.

         "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.



                                      14
<PAGE>

         "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 Securities Intermediary": Unless
otherwise specified in the related Series Supplement, greater than 50% 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.

         "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 Underlying Securities (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 respective category (or categories) in which the Certificates of such
Series or Class may be categorized by the Rating Agencies.

         "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.





                                      15
<PAGE>

         "Reserve Account": An Eligible Account, if any, created and
maintained pursuant to Section 3.11 and specified in the related Series
Supplement.

         "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 Underlying
Security, an ownership interest in and a right to a portion of the payments
thereon by the obligor thereof, as specified in the Deposited Assets Schedule
to the related Series Supplement, held by the Person so specified in such
Deposited 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.

         "Securities Account": As defined in Section 8-501(a) of the Uniform
Commercial Code.

         "Securities Control": "Control" as defined in Section 8-106 of the
Uniform Commercial Code and, for purposes of determining an interest in
Investment Property, "control" as defined in Section 9-106 of the Uniform
Commercial Code.

         "Securities Intermediary": With respect to any Series, the Securities
Intermediary shall be the Person specified in the related Trust Agreement
until a successor Person shall have become the Securities Intermediary
pursuant to the applicable provisions of these Standard Terms and the
applicable Series Supplement, and thereafter "Securities Intermediary" shall
mean such successor Person.

         "Security": As defined in Section 8-102(a)(15) of the Uniform
Commercial Code.

         "Security Certificate": As defined in Section 8-102(a)(16) of the
Uniform Commercial Code.

         "Security Entitlement": As defined in Section 8-102(a)(17) of the
Uniform Commercial Code or, in respect of any Book-Entry Security, as defined
in 31 C.F.R. Section 357.2 (or, as applicable to such Book-Entry Security, the
corresponding Federal Book-Entry Regulations).

         "Series": A separate series of Certificates issued pursuant to these
Standard Terms 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 incorporating to these Standard
Terms that authorizes the issuance of a particular Series (and each Class
within such Series) of Certificates.



                                      16
<PAGE>

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

         "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 the Trustee and a Sub-Administrative Agent and any successor
Administrative Agent or Trustee or Sub-Administrative Agent relating to the
administration of an Underlying Security or certain Underlying Securities 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.

         "Swap Agreement": If so specified in the Series Supplement with respect
to any Series, the ISDA Master Agreement dated as of the Closing Date by and
between the Trust and the Swap Counterparty, together with the schedule thereto
and the Confirmation thereunder, as each may be amended or supplemented from
time to time as provided therein.

         "Swap Counterparty": If so specified in the Series Supplement with
respect to any Series (or Class within such Series), as specified in such Series
Supplement.

         "Swap Distribution Amount": If so specified in the Series Supplement
with respect to any Series, all amounts then due and owing to the Swap
Counterparty pursuant to the Swap Agreement, other than Swap Termination
Payments.

         "Swap Guarantee": If so specified in the Series Supplement with
respect to any Series, the guarantee issued by the Swap Guarantor in favor of
the Trust substantially in the form attached as an exhibit to the Swap
Agreement.

         "Swap Guarantor": If so specified in the Series Supplement with
respect to any Series, the guarantor specified as such in such Series
Supplement.

         "Swap Receipt Amount": If so specified in the Series Supplement with
respect to any Series, all amounts due and owing to the Trust pursuant to the
Swap Agreement other than Swap Termination Payments.



                                      17
<PAGE>

         "Swap Termination Payment": If so specified in the Series Supplement
with respect to any Series, any amount payable by the Swap Counterparty to the
Trust, or by the Trust to the Swap Counterparty, pursuant to the related Swap
Agreement in connection with a termination thereof.

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

         "Treasury Regulations": Regulations, including proposed or temporary
regulations promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

         "Trust": With respect to any Series, the segregated asset or pool of
assets subject hereto, constituting the trust created pursuant to the related
Trust Agreement and to be administered thereunder, consisting of those
Deposited 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.

         "Trust Agreement":  As defined in the recitals hereto.

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

         "Trustee": With respect to any Series, the Person specified herein or
any co-trustee appointed pursuant to Section 8.10, until a successor Person
shall have become the Trustee of a Trust pursuant to the applicable provisions
of these Standard Terms and the applicable Series Supplement, and thereafter
"Trustee" shall mean such successor Person.

         "Underlying Securities": 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
Certificateholders 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 Deposited Assets Schedule to the related Series
Supplement. The Underlying Securities for any such Series or the related Trust
shall not constitute Underlying Securities for any other Series or any other
Trust.

         "Underlying Securities Issuer": With respect to an Underlying
Security, the issuer thereof.

         "Uniform Commercial Code": The Uniform Commercial Code as in effect
in the State of New York.

         "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




                                      18
<PAGE>

which shall be allocated to any Certificateholder 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) unless otherwise indicated in context, the terms
         "Section," "Exhibit" or "Schedule" will refer to a Section of, or an
         Exhibit or Schedule to, these Standard Terms;

                      (iii) 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;

                       (iv) words of the masculine, feminine or neuter
         gender mean and include the correlative words of other genders, and
         words importing the singular number mean and include the plural number
         and vice versa;

                        (v) "or" is not exclusive;

                       (vi) the words "herein," "hereto", "hereof,"
         "hereunder" and other words of similar import refer to these Standard
         Terms as a whole and not to any particular Article, Section or other
         subdivision;

                      (vii) the terms "include," "including" and similar
         terms will be construed as if followed by the phrase "without
         limitation";

                     (viii) words in the singular include the plural and
         words in the plural include the singular; and

                       (ix) any agreement, instrument or statute defined or
         referred to herein or in any certificate or other document made or
         delivered pursuant hereto or in connection herewith means such
         agreement, instrument or statute as from time to time amended, modified
         or supplemented and includes (in the case of agreements or instruments)
         references to all attachments thereto and instruments incorporated
         therein; references to a Person are also to its permitted successors
         and assigns.


                                   ARTICLE II

                DECLARATION OF TRUSTS; ISSUANCE OF CERTIFICATES

         Section 2.1. Creation and Declaration of Trusts; Assignment of
Deposited 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 Underlying Securities and the
other Deposited Assets attributable to each



                                      19
<PAGE>

such Series (except for the Deposited Assets attributable to such Series which
are not sold by the Depositor, as specified in the Deposited Assets Schedule
to the applicable Series Supplement), in each case as identified on the
applicable Deposited 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 Deposited Assets attributable to such
Series, in each case as identified on the Deposited Assets 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 Underlying Securities 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
Underlying Securities due on or before the applicable Cut-off Date and (ii)
any Retained Interest in any such Underlying Security. For the avoidance of
doubt, it is understood that if specified in the related Series Supplement,
the Depositor shall sell, assign, convey and set-over to the Trustee
Underlying Securities subject to Call Warrants. The Depositor shall deliver or
procure the delivery of all Deposited Assets to the Securities Intermediary on
behalf of the Trustee, and the Securities Intermediary shall accept delivery
of such Deposited Assets, in accordance with the definition of "Delivery".

              (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 Underlying Securities for a given Series (except for the
Underlying Securities attributable to such Series that are to be acquired from
a Person other than the Depositor, as specified on the Deposited Assets
Schedule to the applicable Series Supplement) with the Trustee by physical
delivery of such Underlying Securities, duly endorsed, to the Trustee or by
causing such Underlying Securities to be registered by book entry in the name
of the Trustee and with respect to each such Underlying Security, deliver or
cause to be delivered to the Trustee all documents necessary to transfer
ownership of each such Underlying Security to the Trustee or (ii) have ensured
that the Underlying Securities have been delivered to a Clearing Agency, in
which event (A) the Securities Intermediary or its agent, on behalf of the
Trustee, has accepted delivery of such Underlying Securities through such
Clearing Agency, and (B) the Underlying Securities have been credited to a
Securities Account of the Trustee and maintained by the Securities
Intermediary on behalf of the Trustee, and the Securities Intermediary or its
agent shall have the right to hold and maintain such Underlying Securities on
deposit with such Clearing Agency for all purposes of this Trust Agreement.

              (c) In the case of each delivery of Underlying Securities
referred to in paragraph (b) of this Section 2.1, the Depositor shall be deemed
thereby to represent and warrant to the Trustee and the Securities Intermediary
that:

                  (i) the Depositor is duly authorized to so deliver the
         Underlying Securities;

                 (ii) the Underlying Securities so delivered are
         genuine;


                                      20
<PAGE>

                 (iii) at the time of delivery of the Underlying Securities,
         the Depositor owns such Underlying Securities, has the right to
         transfer its interest in such Underlying Securities and such
         Underlying Securities are free and clear of any lien, pledge,
         encumbrance, right, charge, claim or other security interest (other
         than the lien created by this Trust Agreement); and

                  (iv) such delivery is irrevocable and free of any continuing
         claim by the Depositor except such as the Depositor may have
         as a Certificateholder.

         The above representations and warranties shall survive the delivery of
the Underlying Securities and the Certificates in respect thereof. The Depositor
shall further be deemed by such delivery to have made the representations that
to the Depositor's knowledge but without having made any independent inquiry, as
of the Closing Date, no default or event of default with respect to the
Underlying Securities has occurred and is continuing.

              (d) Unless otherwise specified in the applicable Series
Supplement, the sale of such Deposited 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. The Depositor represents and covenants
that the Deposited 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 Deposited Assets, that the Depositor
will as of such respective Closing Date have the right to sell the applicable
Deposited Assets to the Trustee.

              (e) The Securities Intermediary expressly agrees with the
Trustee and the Certificateholders that, at all times from and after the date
hereof, any and all of the Deposited Assets held by the Securities Intermediary
in the Certificate Account are to be treated as Financial Assets under, and for
all purposes of, Uniform Commercial Code Article 8 and Uniform Commercial Code
Article 9.

         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 Underlying Securities and the related documents referred to in
Section 2.1, now existing or hereafter acquired, and declares that it will hold
such Underlying Securities and documents and all other documents delivered to it
pursuant to these Standard Terms, and that it will hold all such assets and such
other assets (including Underlying Securities 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 these Standard Terms.

              (b) The Trustee or the Securities Intermediary, as the case
may be, 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 the Securities Intermediary, as the
case may be, or such custodian discovers any document or documents to be missing
or defective, the Trustee or the Securities Intermediary, as the case may be,
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



                                      21
<PAGE>

warranties made by any Deposited Asset Provider in the related Deposited Asset
Purchase Agreement, if any, in respect of any Underlying Security 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 Deposited Assets by
the Deposited 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 Agencies 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 Deposited Asset Provider and require that the
Deposited Asset Provider deliver such missing document or cure such defect
within 60 days from the date on which such Deposited Asset Provider was first
notified of such missing document or defect, and if such Deposited 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 Deposited Asset Provider's
obligation, if any, under the related Deposited Asset Purchase Agreement to
repurchase such Underlying Security from the Trustee at the applicable Purchase
Price within 90 days after the date on which the Deposited Asset Provider was
first notified of such missing document or defect. The Purchase Price for the
repurchased Underlying Security 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
Deposited 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 Deposited Asset Provider
any Underlying Security 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
Deposited Asset Provider may, as an alternative to repurchasing any such
Underlying Security as provided above, if and to the extent so provided in the
Deposited Asset Purchase Agreement, cause such Underlying Security to be removed
from the Trust (in which case it shall become a Deleted Deposited Asset) by
agreeing to substitute one or more Qualified Substitute Deposited 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 Deposited Asset Provider to repurchase or substitute for any Deposited 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 Deposited
Asset, regardless of whether the Deposited Asset Provider defaults on its
obligation to repurchase or substitute for such a Deposited Asset.

              (b) If and to the extent provided for in a Series Supplement
relating to a given Series of Certificates, with respect to any Deleted
Deposited Asset for which the Depositor or the




                                      22
<PAGE>

Deposited Asset Provider substitutes a Qualified Substitute Deposited Asset or
Assets, such substitution shall be effected by the Depositor or Deposited
Asset Provider delivering to the Trustee or the Securities Intermediary, as
the case may be, or a custodian on its behalf such Qualified Substitute
Deposited 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 Deposited Asset Provider certifying that each such Qualified
Substitute Deposited Asset satisfies the definition thereof and the
requirements under this Section. The Trustee or the Securities Intermediary,
as the case may be, or such custodian shall acknowledge receipt of such
Qualified Substitute Deposited 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 Agencies that such
substitution has taken place and shall amend the Deposited Assets Schedule to
reflect the removal of such Deleted Deposited Asset from the terms of these
Standard Terms and the substitution of the Qualified Substitute Deposited
Asset or Assets. Upon such substitution, such Qualified Substitute Deposited
Asset or Assets shall be subject to the terms of these Standard Terms in all
respects, including those related to the representations and warranties
included in the Deposited 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.

              (c) Unless otherwise provided in the Series Supplement, no
substitution of Underlying Securities shall be effected unless the Trustee
obtains, at the expense of the Certificateholders, an Opinion of Counsel to the
effect that the substitution will not cause the Trust to be taxable as a
corporation for federal income tax purposes.

         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 limited liability company 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 Deposited
         Assets Schedule with respect to each Underlying Security 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 these Standard
         Terms by the Depositor and its performance of and compliance with the
         terms of these Standard Terms will not violate the Depositor's
         certificate of formation or limited liability company agreement 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;



                                      23
<PAGE>

                     (iv) the Depositor has the full power and authority
         to enter into and consummate all transactions contemplated by these
         Standard Terms, has duly authorized the execution, delivery and
         performance of these Standard Terms and has duly executed and delivered
         these Standard Terms. These Standard Terms, upon execution and delivery
         by the Depositor and assuming due authorization, execution and delivery
         by the Trustee and the Securities Intermediary, 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); and

                      (v) the Depositor is not in violation, and the
         execution and delivery of these Standard Terms by the Depositor and its
         performance and compliance with the terms of these Standard Terms 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.

             (b) The Depositor shall make 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 shall survive delivery of the
respective documents and the Deposited Assets 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.

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

         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.

             (b) With respect to an Administrative Agent appointed pursuant
to the applicable Series Supplement, within 30 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




                                      24
<PAGE>

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 Execute, 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 Deposited Assets, cause to be executed,
authenticated and delivered to or upon the order of the Depositor, in exchange
for the Deposited 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, each Trust shall be treated as a grantor trust, but failing
that, as a partnership and in no event, as a corporation or publicly traded
partnership taxable as a corporation. The terms of these Standard Terms shall be
interpreted to further this intention of the parties. The parties hereto agree
that, unless otherwise required by appropriate tax authorities, the Trustee
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.

         Section 2.8. Custody and Holding of Deposited Assets. (a) With respect
to each Series, the Trustee shall hold and maintain the Deposited Assets with
the Securities Intermediary in and through, and hereby directs the Securities
Intermediary to credit any and all such Deposited Assets to, the Certificate
Account (all as further provided in this Article II) in such manner as shall
enable the Trustee to be and have the rights of an Entitlement Holder with
respect to, and have sole dominion and control (including, without limitation,
Securities Control) over, such Deposited Assets.

             (b) The Securities Intermediary hereby represents, warrants,
covenants and agrees that from and after the Closing Date:

                 (i) Each Certificate Account is a Securities Account,
         with the Trustee (for its benefit and the benefit of the
         Certificateholders) as the Entitlement Holder in, and having sole
         dominion and control (including, without limitation, Securities
         Control) over, any and all Deposited Assets (including, without
         limitation, any and all assets and properties referred to in clause
         (ii) below) in such Certificate Account. If at any time the Securities
         Intermediary shall receive any "entitlement order" (as defined in
         Section 8-102(a)(8) of the Uniform Commercial Code) from the Trustee
         relating to a Certificate Account, the Securities Intermediary shall
         comply with such entitlement order without further consent by any other
         Person. The Securities Intermediary shall take all instructions
         (including without limitation all notifications and entitlement orders)
         with respect to a Certificate Account solely from the Trustee.



                                      25
<PAGE>

                (ii) All assets and properties from time to time transferred
         or credited to the Certificate Account constitute Financial Assets.

               (iii) The Securities Intermediary is (and will remain) a
         "securities intermediary" (as defined in Section 8-102(a)(14)(ii) of
         the Uniform Commercial Code) and is acting (and will continue to act)
         as such with respect to the Certificate Account, the Deposited Assets
         therein and the Trustee as Entitlement Holder. Unless otherwise
         instructed by the Trustee in writing, the Securities Intermediary
         will treat the Trustee (for its benefit and the benefit of the
         Certificateholders) as entitled to exercise the rights that comprise
         the Underlying Securities in each Certificate Account. Further, the
         Securities Intermediary is and will remain (A) a bank, banking
         institution, financial firm or similar party, in each case, that
         regularly accepts in its course of its business Book-Entry Securities
         as a custodial service for customers and maintains Securities
         Accounts in the name of such customers reflecting ownership of or
         interest in such Securities, (B) will maintain its books and records
         reflecting such Book-Entry Securities in the State of New York and
         (C) if the Trustee maintains one or more Certificate Accounts with
         the Securities Intermediary, will have entered into, and will
         maintain in full force and effect, an agreement with the Trustee
         (which, on the date hereof, is comprised of this Trust Agreement) to
         the effect that their respective rights and obligations in respect of
         each other, said Underlying Securities and said Certificate Accounts
         are governed by the laws of the State of New York.

               (iv) The Securities Intermediary shall hold any and all assets
         and properties from time to time comprising the Deposited Assets
         (whether individually or as part of a fungible bulk) in a manner such
         that the Trustee will have dominion and control (including, without
         limitation, Securities Control) over such Deposited Assets. The
         Securities Intermediary will credit to the appropriate Certificate
         Account (and will thereby or by book entry or otherwise identify as
         being subject to the Grant to the Trustee hereunder) any and all
         assets and properties from time to time comprising the Deposited
         Assets in accordance with the definition of "Delivery."

               (v) To effect the intention of clauses (i) through (iv) above,
         the Securities Intermediary or its agent maintains (and will continue
         to maintain)

                   (A) one or more Securities Accounts with the
                   Depositary. The Securities Intermediary or
                   its agent will instruct the Depositary to
                   credit such Securities Accounts of the
                   Securities Intermediary or its agent with
                   the Deposited Assets held by such Depositary; and

                   (B) one or more Fed Member Securities
                   Accounts to which the Securities Intermediary
                   through its agent will instruct the Fed to credit,
                   in accordance with the Book-Entry Regulations, all
                   Book-Entry Securities from time to time comprising the
                   Deposited Assets.

              (vi) The Securities Intermediary hereby confirms and agrees
         that:


                                      26
<PAGE>

                   (A) it has not entered into, and until the
                   termination of these Standard Terms will not
                   enter into, any agreement with any other
                   Person relating to any Certificate Account
                   and/or any Financial Asset credited thereto
                   pursuant to which it has agreed, or will
                   agree, to comply with entitlement orders (as
                   defined in Section 8-102(a)(8) of the
                   Uniform Commercial Code) of such other
                   Person; and

                   (B) it has not entered into, and until the
                   termination of these Standard Terms will not
                   enter into, any agreement with the Depositor
                   or the Trustee purporting to limit or
                   condition the obligation of the Securities
                   Intermediary to comply with entitlement
                   orders as set forth in Section 2.8(b)
                   hereof.

             (c) Regardless of any provision in any other agreement, for
purposes of the Uniform Commercial Code, the State of New York shall be deemed
to be the securities intermediary's jurisdiction (as defined in Section 8-110(e)
of the Uniform Commercial Code) of the Securities Intermediary, and each
Certificate Account (as well as any Security Entitlements related thereto) shall
be governed by the laws of the State of New York.


                                  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 Underlying Securities 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 these Standard Terms and the
applicable Series Supplement, the respective Underlying Securities and any
applicable Credit Support Documents. With respect to each Trust, and subject
only to the above-described standards and the terms of these Standard Terms, the
related Series Supplement and the respective Underlying Securities and
applicable Credit Support Documents, 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 these Standard Terms and the applicable
Series Supplement.

             (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




                                      27
<PAGE>

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
Underlying Securities 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 these Standard Terms 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 these
Standard Terms; (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 these Standard Terms 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 Underlying Securities for such Series
consistent with the terms of these Standard Terms. 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. Under no circumstances shall an affiliate of an Underlying
Securities Issuer be appointed as either an Administrative Agent or
Sub-Administration Agent of a Trust in which Underlying Securities issued by
such Underlying Securities Issuer are held as a Deposited Asset.

             (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 Deposited Asset Provider, if any, under any
Deposited 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
Deposited Asset Purchase




                                      28
<PAGE>

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 Underlying Securities
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 these Standard Terms
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 Underlying
Securities 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 Underlying Securities, and
the Administrative Agent or the Trustee, as applicable, shall not thereby be
released from any duties or responsibilities set forth in these Standard Terms
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 these Standard Terms
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 Underlying Securities
pursuant to such an agreement shall be deemed to be between the
Sub-Administrative Agent and 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




                                      29
<PAGE>

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 these Standard Terms 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 Underlying Securities as and to the extent
specified in the Deposited 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 these Standard Terms.

         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 Underlying Security 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 Underlying Securities 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 Deposited 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 Deposited Assets or any related Credit Support Documents in a
manner consistent with the terms of these Standard Terms, the related Series
Supplement, such Deposited Assets and any related Credit Support Documents.

         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 Underlying Securities 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.



                                      30
<PAGE>

         Section 3.9. Certificate Account. (a) For each Series, the Trustee
shall establish and maintain one or more Eligible Accounts (each, a "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 Certificateholders of the related
Series and shall not relate to or be for the benefit of any other Series or
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 Deposited Assets, any Credit Support
and all Liquidation Proceeds related to such Series including:

                      (i) all payments on account of principal of such
         Underlying Securities;

                     (ii) all payments on account of interest on such
         Underlying Securities;

                    (iii) all payments on account of premium (if any) on
         such Underlying Securities;

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

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

                     (vi) any payments in respect of any such Swap
         Agreement; and

                    (vii) 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, default interest, reinvestment income 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 Agencies of the location of each Eligible
Account constituting the Certificate Account and prior to any change thereof.



                                      31
<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 Securities Intermediary, on behalf of the
Trust and 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, the
Securities Intermediary 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, (E) such securities intermediary shall not agree with any Person
other than the Trustee to comply with entitlement orders originated by any
Person 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), (G) such
agreement between such securities intermediary and the Trustee shall be governed
by the laws of the State of New York, (H) the securities




                                      32
<PAGE>

intermediary shall agree that for purposes of the Uniform Commercial Code, the
State of New York shall be deemed to be the securities intermediary's
jurisdiction (as defined in Section 8-110(e) of the Uniform Commercial Code)
of such securities intermediary and (I) the securities intermediary and the
Trustee shall agree that the related Account (as well as any Security
Entitlements related thereto) 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 Uniform Commercial Code
shall have the meaning set forth in the Uniform Commercial Code.

         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 Underlying Securities 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
Certificateholders.

         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 Deposited Assets.  (a) If:

                      (i) default is made in the payment of any installment
         of interest on any Underlying Security 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 Underlying
         Security (or, if no such period is specified, three days) after receipt
         by the Underlying Securities Issuer of notice thereof from the Trustee
         or receipt by the Underlying Securities 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 Underlying Security 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 Underlying Security (or, if no such period is specified, three
         (3) days) after receipt by the Underlying Securities Issuer of notice
         thereof from the Trustee or receipt by the Underlying Securities Issuer
         and the Trustee of



                                      33
<PAGE>

         notice thereof from the holders of Outstanding Certificates
         representing at least 25% of the Voting Rights;

and the Underlying Securities Issuer shall, upon demand of the Trustee, fail to
pay forthwith to the Trustee, for the benefit of the Certificateholders, the
whole amount then due and payable on such Underlying Securities for principal
and interest, with interest upon the overdue principal, at the rate borne by the
Underlying Securities 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 Underlying Securities Issuer or other obligor
upon the Underlying Securities and collect in the manner provided by law out of
the property of the Underlying Securities Issuer or other obligor upon the
Underlying Securities wherever situated, the moneys adjudged or decreed to be
payable, unless otherwise directed by Certificateholders 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 Underlying Securities or other Deposited 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
Underlying Securities) as a result of a payment default on the Underlying
Securities or other Deposited 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 11.5 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, pro rata between each Class of
Certificates by Allocation Ratio, as applicable, of each class of Outstanding
Certificates, together with accrued interest to the date of distribution, if
applicable. 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
Document, 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 Underlying Securities or other
Deposited 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.


                                      34
<PAGE>

             (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 Underlying Security or other Deposited Asset
and any related Credit Support Document 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 Underlying Security or other Deposited Asset and
such Credit Support Document, 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.

         Section 3.13. [Intentionally Omitted].

         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 Underlying Securities
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 Documents 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 Agencies 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 Authorized 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 these Standard Terms
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 these Standard Terms 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.

         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




                                      35
<PAGE>

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 Agencies 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 Underlying
Securities 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 these Standard Terms and the related Series Supplement. Such
report shall identify any exceptions found during the examination.
Notwithstanding anything to the contrary in this Section 3.16, the
Administrative Agent, if any, or the Trustee, in its sole discretion, may
deliver, in lieu of the accountants' report referred to above in this Section
3.16, the attestation report of a registered public accounting firm that would
be required to be filed in respect of the Trust under the Exchange Act if
periodic reports under Section 15(d) of the Exchange Act, or any successor
provision thereto, were required to be filed in respect of the Trust.

         Copies of such report received by the Trustee shall be provided by the
Trustee to any Certificateholder of such Series upon written 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 Underlying Securities 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 the Administrative Agent, if any, designated by each of them.
In addition, access to the documentation regarding the Deposited 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 the Administrative
Agent, if any, 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 these Standard Terms, 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.



                                      36
<PAGE>

         Section 3.19. Depositor to Furnish Names and Addresses of
Certificateholders 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
Certificateholders as of the close of business on the applicable record date of
the Underlying Securities; 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
Certificateholders.

             (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Certificateholders
contained in the most recent list furnished to the Trustee as provided in
Section 3.19 and the names and addresses of Certificateholders 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) Certificateholders shall have the right to communicate
pursuant to TIA Section 312(b) with other Certificateholders with respect to
their rights under these Standard Terms or under the Certificates.

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

         Section 3.21. Reports by Trustee. If required by TIA Section 313(a),
within 60 days after December 31 of each year, the Trustee shall mail to (i)
each Certificateholder as required by TIA Section 313(c) and (ii) the Depositor,
a brief report dated as of such date that complies with TIA Section 313(a). The
Trustee also shall comply with TIA Section 313(b). A copy of any report
delivered pursuant to this Section 3.21 shall, at the time of its mailing to
Certificateholders and the Depositor, be filed by the Trustee with the
Commission and each stock exchange, if any, on which the Certificates are
listed. The Depositor shall notify the Trustee if and when the Certificates are
listed on any stock exchange.


                                   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 these Standard Terms,
the right of the any Certificateholder 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
Certificateholder.



                                      37
<PAGE>

         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 amounts received by the Trustee as of the
         last such statement in respect of principal, interest and premium on
         the Underlying Securities, the Swap Receipt Amount, if any, and Swap
         Termination Amounts, if any;

                     (ii) 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;

                     (iii) the Swap Distribution Amount, if any, and the
         Swap Termination Amount, if any, for such date;

                      (iv) 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;

                       (v) the amount of compensation received by the
         Trustee and 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 Certificateholder to prepare its
         tax returns;

                      (vi) 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;

                     (vii) the aggregate stated principal amount and, if
         applicable, notional amount of the Underlying Securities related to
         such Series and the current interest rate or rates thereon at the close
         of business on such Distribution Date;

                    (viii) the aggregate Certificate Principal Amount (or
         Notional Amount, if applicable) of each Class of such Series at the
         close of business on such Distribution Date, separately identifying any
         reduction in such aggregate Certificate Principal Amount or Notional
         Amount due to the allocation of any Realized Losses on such
         Distribution Date or otherwise; and

                      (ix) 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.


                                      38
<PAGE>

In the case of information furnished pursuant to subclauses (ii) and (iv)
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 (ii) and (iv) 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 and the Treasury Regulations
as are from time to time in effect. The Trustee shall supply to
Certificateholders who so request all materials received by the Trustee from
the Underlying Securities Issuer.

         Section 4.3. Advances. (a) Unless otherwise specified in the applicable
Series Supplement, neither the Trustee nor an Administrative Agent appointed
pursuant to the Series Supplement shall have any obligation to make Advances (as
defined below) with respect to collections on the Deposited 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, the Trustee or 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, unless otherwise specified in the related
Series Supplement, to the aggregate of distributions of principal, premium (if
any) and interest (exclusive of any related administrative expenses and fees)
due with respect to the Deposited 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 or the Trustee, as applicable, shall make such Advances
from either (i) its own funds or (ii) funds with respect to the Underlying
Securities 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 or the Trustee shall have made Advances from funds on deposit in the
applicable Certificate Account, the Administrative Agent or the Trustee, as
applicable, 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 or the Trustee, as applicable, may recover
Advances from late collections received by the Trustee on the applicable
Deposited Assets, proceeds from any applicable Credit Support, if any, and
Liquidation Proceeds with respect to the Underlying Securities 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 or
the Trustee, as the case may be, makes a good faith determination that it will
be unable to recover such Advance from Related Proceeds. It is further
understood and agreed that the Administrative Agent or the Trustee, as the case
may be, shall not be obligated to make any Advances in respect of reductions in
the amount




                                      39
<PAGE>

of collections on the Underlying Securities due to bankruptcy proceedings with
respect to the Underlying Securities 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 Underlying Securities related to such Series (or
Class within such Series) that are subsequently deemed by the Administrative
Agent to be nonrecoverable from Related 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 Deposited 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 Certificateholder. The Trustee is hereby authorized and directed to retain
from amounts otherwise distributable to any Certificateholder 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 Certificateholder
shall be treated as cash distributed to such Certificateholder 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 Certificateholder wishes to apply for a
refund of any such withholding tax, the Trustee shall reasonably cooperate with
such Certificateholder in making such claim so long as such Certificateholder
agrees to reimburse the Trustee for any out-of-pocket expenses incurred. The
Trustee shall use reasonable efforts to give notice to each Certificateholder of
any such withholding requirement at least 10 days prior to the date of the
payment from which amounts are required to be withheld.

         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 Underlying Securities 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 be taxable as a corporation
for federal income tax purposes. Such terms may relate to, but are not limited
to, the following:

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


                                      40
<PAGE>

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

                               (3) a requirement that the Certificate
                  Principal Amount 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
                  Certificateholder may effect such an exchange (each, an
                  "Optional Exchange Date");

                               (5) limitations on the right of an
                  exchanging Certificateholder to receive any benefit upon
                  exchange from any Credit Support or Underlying Securities
                  which are not debt securities;

                               (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;

                               (7) a requirement that a Class of Certificates
                  to be exchanged has been held by the exchanging
                  Certificateholder for a minimum of six months; and

                               (8) a requirement that no more than 5% of
                  the initial Certificate Principal Amount of the Certificates
                  and Call Warrants, if any, can be exchanged by a
                  Certificateholder on an Optional Exchange Date, provided,
                  however, that a Certificateholder may exchange all of the
                  Certificates and the Call Warrants with respect to the
                  Underlying Securities held by such Trust, if any, on any date.

                  (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 20 days but not more than 30 days prior
to an Optional Exchange Date in accordance with delivery instructions specified
in the applicable Series Supplement (i) such Certificates 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
Certificateholders, the Certificate Principal Amount or Notional Amount of the
Certificates to be exchanged and the Certificate numbers or a description of the
tenor and the terms of such Certificates, a statement that the option to elect
exchange is being exercised thereby and an assurance that the Certificates to be
exchanged with the form entitled "Option to Elect Exchange" on the reverse of
the Certificates 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 Certificates and forms duly completed must be
received by such Trustee by such fifth Business Day. Any tender of a Certificate
by the Certificateholder thereof for exchange shall be irrevocable. Unless
otherwise provided in the applicable Series




                                      41
<PAGE>

Supplement, the exchange option may be exercised pursuant to this Section by
the holder of a Certificate for less than the Certificate Principal Amount or
Notional Amount of such Certificate as long as the Certificate Principal
Amount 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 Amount 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 Agencies.


                                    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 Amount
or Notional Amount of Certificates which may be authenticated and delivered
under these Standard Terms 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 Depositor 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 these Standard Terms 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 these Standard Terms.

         Each Series (and all Classes within such Series) of Certificates shall
be created by a Series Supplement authorized by the Depositor 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:

                               (1) the title of such Series and
                  Certificates;

                               (2) designation of such Series and Class;

                               (3) the dates on which or periods during
                  which the Certificates of such Series and Class may be issued
                  and the offering price thereof;



                                      42
<PAGE>

                               (4) the number of Classes, the maximum
                  Certificate Principal Amount 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;

                               (5) 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;

                               (6) 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;

                               (7) 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;

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

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

                              (10) the types of Underlying Securities 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 Underlying Securities among
                  Certificateholders 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);

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

                               (12) 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;

                               (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 Underlying Securities related to such
                  Series;



                                      43
<PAGE>

                               (14) whether the Certificates of such Series
                  or Class or any of the Underlying Securities are callable or
                  subject to early redemption;

                               (15) 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;

                               (16) 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 Definitive Certificates represented
                  thereby;

                               (17) if a temporary Certificate is to be
                  issued with respect to such Series or any Class within such
                  Series, whether any interest thereon distributable on a
                  Distribution Date prior to the issuance of a permanent
                  Certificate of such Series or Class will be credited to the
                  account of the persons entitled thereto on such Distribution
                  Date;

                               (18) if a temporary Global Security is to be
                  issued with respect to such Series or Class, the terms upon
                  which beneficial interests in such temporary Global Security
                  may be exchanged in whole or in part for beneficial interests
                  in a permanent Global Security or for individual Definitive
                  Certificates of such Series or Class and the terms upon which
                  beneficial interests in a permanent Global Security, if any,
                  may be exchanged for individual Definitive Certificates of
                  such Series or Class;

                               (19) 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;

                               (20) 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
                  Certificateholder 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;

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



                                      44
<PAGE>

                               (22) all applicable Required Percentages and
                  Voting Rights relating to the manner and percentage of votes
                  of Certificateholders of such Series and each Class within
                  such Series required with respect to certain actions by the
                  Depositor or the Administrative Agent, if any, or the Trustee;

                               (23) 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";
                                    (m)     "Credit Support Document";
                                    (n)     "Credit Support Provider";
                                    (o)     "Cut-off Date";
                                    (p)     "Depositary";
                                    (q)     "Depositary Agreement"
                                    (r)     "Deposited Asset Provider";
                                    (s)     "Deposited Asset Purchase
                                             Agreement";
                                    (t)     "Deposited Assets";
                                    (u)     "Deposited Assets Schedule";
                                    (v)     "Discount Certificates";
                                    (w)     "Distribution Date";
                                    (x)     "Event of Default";
                                    (y)     "Extraordinary Trust Expense";
                                    (z)     "Final Scheduled Distribution Date";
                                    (aa)    "Fixed Pass Through Rate";
                                    (bb)    "Floating Pass Through Rate";
                                    (cc)    "Floating Rate Certificate";
                                    (dd)    "Global Securities";
                                    (ee)    "Guaranteed Investment Contract";
                                    (ff)    "Letter of Credit";
                                    (gg)    "Limited Guarantor";
                                    (hh)    "Limited Guaranty";
                                    (ii)    "Notional Amount";
                                    (jj)    "Optional Exchange Date";
                                    (kk)    "Pass Through Rate";
                                    (ll)    "Permitted Investments";



                                      45
<PAGE>

                                    (mm)    "Place of Distribution";
                                    (nn)    "Purchase Price";
                                    (oo)    "Qualified Substitute Deposited
                                             Asset";
                                    (pp)    "Rating Agencies";
                                    (qq)    "Rating Agency Condition";
                                    (rr)    "Record Date";
                                    (ss)    "Required Interest";
                                    (tt)    "Required Premium";
                                    (uu)    "Required Principal";
                                    (vv)    "Required Percentage";
                                    (ww)    "Required Rating";
                                    (xx)    "Requisite Reserve Amount";
                                    (yy)    "Retained Interest";
                                    (zz)    "Scheduled Final Distribution Date";
                                    (aaa)   "Securities Intermediary";
                                    (bbb)   "Specified Currency";
                                    (ccc)   "Surety Bond";
                                    (ddd)   "Trust";
                                    (eee)   "Trustee";
                                    (fff)   "Trust Termination Event";
                                    (ggg)   "Underlying Securities";
                                    (hhh)   "Underlying Securities Issuer"; and
                                    (iii)   "Voting Rights";

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

                               (25) 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 Treasury Regulations; and

                               (26) 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
                  these Standard Terms 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 $[ ] 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 these Standard
Terms as shall be necessary to provide for or facilitate the administration of
the trusts hereunder and of the Underlying




                                      46
<PAGE>

Securities; 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 Agencies 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 its Bank Account Officer. 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
these Standard Terms 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 these Standard Terms.

         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




                                      47
<PAGE>

charge to the Certificateholder, 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
Amount 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 these Standard
Terms 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 Amount or Notional Amount, as applicable,
evidenced thereby, whereupon the aggregate Certificate Principal Amount 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.

         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 Authorized Officer thereof as to the names and addresses of the
Certificateholders 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 Amount 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



                                      48
<PAGE>

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 Certificateholder, 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 Amount 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 Certificateholder 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
Amount or Notional Amount, as applicable, equal to the aggregate Certificate
Principal Amount 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.

         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 Amount or Notional Amount, as applicable, equal to the
aggregate Certificate Principal Amount 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.



                                      49
<PAGE>

         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 Amount 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 Amount or Notional Amount, as applicable, of the
         surrendered Global Security and the aggregate Certificate Principal
         Amount 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.

         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 these Standard Terms 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 Certificateholder 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 Certificateholder 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)



                                      50
<PAGE>

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 these Standard Terms equally and proportionately with any
and all other Certificates of that Series or Class duly issued hereunder.

         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 Certificateholder
by wire transfer to an account designated by the Certificateholder.

             (b) Subject to the foregoing provisions of this Section 5.6,
each Certificate delivered under these Standard Terms 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 these Standard Terms, the applicable Series Supplement and the
Certificates, except as otherwise



                                      51
<PAGE>

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 these Standard
Terms, 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 Certificateholder.

         Section 5.7. Persons Deemed Owners. The Depositor, the Trustee, the
Securities Intermediary and the Administrative Agent, if any, and any agent of
the Depositor, the Trustee, the Securities Intermediary 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
Securities Intermediary or the Administrative Agent, if any, nor any agent of
the Depositor, the Trustee, the Securities Intermediary or the Administrative
Agent, if any, shall be affected by notice to the contrary. All distributions
made to any Certificateholder, 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.

         None of the Depositor, the Securities Intermediary, 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
Certificateholders pursuant to these Standard Terms by the Trustee with respect
to any consent or other action to be taken by Certificateholders, 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 Certificateholders 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 these Standard Terms.

         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




                                      52
<PAGE>

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 Amount or Notional
Amount, as applicable, equal to the aggregate initial Certificate Principal
Amount 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 Certificateholder of such Series or Class will receive a Definitive
Certificate representing such Certificateholder'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 Certificateholders 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 these
         Standard Terms (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 Certificateholder 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");

                    (iii) to the extent that the provisions of this
         Section 5.9 conflict with any other provisions of these Standard Terms,
         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 these Standard Terms requires or permits
         actions to be taken based upon instructions or directions of
         Certificateholders 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.



                                      53
<PAGE>

             (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 Certificateholders of a Series or Class within such Series
represented by one or more Global Securities is required under these Standard
Terms, 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 Certificateholders 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, the Trustee or the Securities Intermediary 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 Certificateholders.

         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
Certificateholders 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



                                      54
<PAGE>

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 Certificateholders 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 Certificateholders 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.

         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 these Standard Terms. 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)      Series Supplement. A Series Supplement consistent with the
                  applicable provisions of these Standard Terms.

         (2)      Certificates of the Depositor. An Officer's Certificate of the
                  Depositor, dated as of the Closing Date, to the effect that
                  the Depositor is not in breach of these Standard Terms 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
                  limited liability company agreement, 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




                                      55
<PAGE>

                  is a party or by which it or its property may be bound or to
                  which it or its property may be subject.

         (3)      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.

         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 these Standard Terms 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
Underlying Securities. 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 these Standard Terms 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 these
Standard Terms 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



                                      56
<PAGE>

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 these Standard Terms 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 these Standard Terms.

             (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 5.15,
the Certificates may have endorsed thereon, in lieu of the Trustee's certificate
of authentication, an alternate certificate of authentication in substantially
the following form:

         This is one of the Certificates described in the Standard Terms for
Trust Agreements 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
Underlying Securities as provided in the applicable Series Supplement.




                                      57
<PAGE>

         Section 5.17. Control by Certificateholders. 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 these Standard Terms;

                      (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
         Certificateholders 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 each
Certificateholder. In the case of any such waiver, the Depositor, the Trustee
and the Certificateholders 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.


                                   ARTICLE VI

                   THE DEPOSITOR AND THE ADMINISTRATIVE AGENT

         Section 6.1. Preparation and Filing of Exchange Act Reports;
Obligations of the Trustee, the Depositor and the Administrative Agent. (a) The
Administrative Agent, if any, shall be liable in accordance herewith only to the
extent of the obligations specifically imposed by these Standard Terms and the
related Series Supplement. The Trustee shall:

                      (1) on behalf of the Trust, prepare for
    signature by the Depositor and file with the Commission,
    following the execution thereof by the Depositor, within the
    time period set forth below, copies of the annual reports and
    of the information, documents 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 Section 13 or 15(d) of
    the Exchange Act (collectively, "Reports") with respect to
    each Trust. The names of such Reports and the dates on which
    they are required to be filed with the Commission are as
    follows:

                          (i) Form 8-K or 10-D, in substantially the
          form previously provided by the Depositor to the Trustee, within
          the time requirement prescribed by the Exchange Act, each of which
          will contain a copy of a distribution report of the Trustee;


                                      58
<PAGE>

                         (ii) Form 10-K, within the time requirement
          prescribed by the Exchange Act, containing an Independent public
          accountants' report, any related periodic attestation reports and the
          certification of the Depositor, as further described in clause (b)
          below, required by Regulation AB; and

                         (iii) such other Reports as the Depositor requests
         the Trustee to prepare and file from time to time as may be required
         pursuant to Section 13 or 15(d) of the Exchange Act;

                      (2) receive from the Depositor, 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 these Standard Terms,
    if any, as may be required to be filed with the Commission from time to
    time by such rules and regulations; and

                      (3) receive from the Depositor and transmit by mail to
    all Certificateholders 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 clauses (i) and (ii) of this Section 6.1(a), if any, as may be
    required by rules and regulations prescribed from time to time by the
    Commission.

                  (b) The Depositor shall deliver to the Trustee, not less often
than annually, an Officer's Certificate signed by an Authorized Officer who is
the President or a Vice President of the Depositor, dated as of the date set
forth in the Series Supplement for such year, which form and substance complies
with the rules and regulations of the Commission, including but not limited to
Regulation AB.

                  (c) The Trustee shall deliver to the Depositor, not less often
than annually, an Officer's Certificate signed by a Responsible Officer of the
Trustee, dated as of the date set forth in the Series Supplement for such year,
which form and substance complies with the rules and regulations of the
Commission, including but not limited to Regulation AB.

                  (d) If and only if the Series Supplement provides for the
pledge of the Deposited 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 these Standard Terms, any
agreements supplemental hereto and any other requisite documents, and with
respect to the filing of any financing statements and continuation statements as
are necessary to perfect and make effective the lien and security interest of
these Standard Terms 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.

                  (e) If and only if the Series Supplement provides for the
pledge of the Underlying Securities to the Trustee (and not merely the transfer,
assignment, conveyance and



                                      59
<PAGE>

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
these Standard Terms, any agreements supplemental hereto and any other
requisite documents and with respect to the filing of any financing statements
and continuation statements as is necessary to maintain the lien and security
interest created by these Standard Terms 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 these Standard
Terms. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of these Standard Terms, any agreements supplemental
hereto and any other requisite documents and the 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 these
Standard Terms until such date in the following calendar year.

                  (f) If and only if the Series Supplement provides for the
pledge of the Underlying Securities 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 these Standard Terms, 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 these Standard Terms 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 these Standard Terms 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.

                      (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 these Standard Terms, 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.


                                      60
<PAGE>

                       (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
         these Standard Terms, shall, execute instruments to release property
         from the lien of these Standard Terms, or convey the Trustee's interest
         in the same, in a manner and under circumstances that are consistent
         with the provisions of these Standard Terms. 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 these Standard Terms and
         release to the Depositor or any other Person entitled thereto any funds
         then included in the trust estate.

                  (g) Upon any application or request by the Depositor to the
Trustee to take any action under the provisions of these Standard Terms, 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 these Standard Terms
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 these Standard Terms, no additional
certificate or opinion need be furnished. Every certificate or opinion with
respect to compliance with a condition or covenant provided for in these
Standard Terms shall include:

                      (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;

                                      61
<PAGE>

                     (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 formation, 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 these Standard Terms, the Certificates or any of
the Underlying Securities and to perform its respective duties under these
Standard Terms.

                  (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 these Standard Terms 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;

                      (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.



                                      62
<PAGE>

         Section 6.3. Limitation on Liability of the Depositor and the
Administrative Agent; Indemnification. (a) Unless otherwise expressly
specified in these Standard Terms 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 these Standard Terms, 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 or the Depositor pursuant hereto,
or against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder.

                  (c) Unless otherwise specified in the related Series
Supplement, the Depositor and the Administrative Agent, if any, and any
director, officer, employee or agent of the Depositor and such Administrative
Agent or any of their successors, shall be entitled to indemnification by the
related Trust and will be held harmless against any loss, liability or expense
(including attorney's fees) incurred by it in connection with the administration
of this trust and the performance of its duties hereunder. The Trust need not
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Depositor or the Administrative Agent, as applicable, through
the Depositor's or such Administrative Agent's own willful misfeasance, bad
faith or gross negligence.

                  (d) 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 these Standard
Terms 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 these Standard Terms 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.

         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 Agencies 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.




                                      63
<PAGE>

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 these Standard Terms.

         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
these Standard Terms 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 these Standard Terms 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 these Standard Terms and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the
Administrative Agent under these Standard Terms or exercise the rights of the
Administrative Agent under these Standard Terms; provided, however, that the
Administrative Agent shall not be relieved of any of its obligations under these
Standard Terms 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 these Standard Terms 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.

         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).


                                      64
<PAGE>

                                  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 these Standard Terms, any funds in respect of
         collections on Deposited Assets, Credit Support, if any, and Advances,
         if any, collected by the Administrative Agent pursuant to the terms of
         these Standard Terms 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 Certificateholders 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 duly 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 the Trust 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
         Certificateholders 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

                       (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




                                      65
<PAGE>

         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 Certificateholders of different Classes the circumstances
and manner in which the aggregate Voting Rights applicable to each such clause
shall be calculated.


                                      66
<PAGE>

                  (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 Certificateholders 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 these Standard Terms, to the extent permitted by
law, and in and to the Deposited 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 these Standard Terms
relating to such Series, whether with respect to the Certificates (other than as
a Certificateholder) of such Series or the Deposited 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 Deposited 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 these Standard Terms
relating to such Series, and to cooperate with the Trustee in effecting the
termination of the Administrative Agent's responsibilities and rights under
these Standard Terms 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 Underlying Securities; provided,
however, that the Administrative Agent shall continue to be entitled to receive
all amounts accrued or owing to it under these Standard Terms 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.



                                      67
<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 these Standard Terms 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 these
Standard Terms 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 Underlying Securities 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
Certificateholders 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 Agencies (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 these
Standard Terms with respect to such Series in the assumption of all or any part
of the responsibilities, duties or liabilities of such Administrative Agent
under these Standard Terms 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 these Standard Terms. No appointment of a successor
Administrative Agent under these Standard Terms 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 these Standard Terms, 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
11.5.

                  (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




                                      68
<PAGE>

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 Certificateholders
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 these Standard Terms 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 these Standard Terms, amounts received with respect to any Underlying
Security or any such event with respect to such Series in respect of a covenant
or provision of these Standard Terms 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 these Standard Terms 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 these
Standard Terms, 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 these Standard Terms shall not be construed as a duty.



                                      69
<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 these Standard Terms, shall examine them
to determine whether they conform to the requirements of these Standard Terms.
If any such instrument is found not to conform to the requirements of these
Standard Terms, 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 these Standard Terms 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 these Standard Terms, the Trustee shall not be liable
         except for the performance of such duties and obligations as are
         specifically set forth in these Standard Terms, no implied covenants or
         obligations shall be read into these Standard Terms 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 these Standard Terms;

                     (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 Certificates
         evidencing not less than 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 these
         Standard Terms;

                     (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 these Standard Terms 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 these Standard Terms except
         during such time, if any, as the Trustee shall be the successor to, and
         be vested with the rights, duties, powers




                                      70
<PAGE>

         and privileges of, such an Administrative Agent in accordance with
         and only to the extent provided in these Standard Terms;

                      (v) except for actions expressly authorized by these
         Standard Terms, the Trustee shall take no actions reasonably likely to
         impair the interests of the Trust in any Underlying Security now
         existing or hereafter acquired or to impair the value of any Underlying
         Security now existing or hereafter acquired;

                     (vi) except as expressly provided in these Standard
         Terms, the Trustee shall not engage in any activity other than those
         required or authorized by the terms of these Standard Terms. 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 these Standard Terms 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 be
         taxable as a corporation 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 these
         Standard Terms, 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 Underlying Securities 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 Underlying Securities or Certificates.

                  (e) Neither the Trustee nor the Depositor shall have any
obligation on or with respect to the Underlying Securities, 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 these
Standard Terms.

                  (f) If there is an event of default (as defined in the
indenture or other document pursuant to which the Underlying Securities were
issued) with respect to any Underlying Security 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 Certificateholders thereof
as provided in Section 11.5 hereof (and in the manner and to the extent provided
in TIA Section 313(c)) within 10 days after such event of default occurs. Such
notice shall set forth (i) the identity of the Underlying Securities, (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.



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<PAGE>

                  (g) Certificateholders shall have no recourse against the
Depositor or the Trustee for payment defaults on the Underlying Securities.

         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 these Standard
         Terms 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 these Standard Terms,
         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 these Standard
         Terms, 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 these Standard Terms;

                       (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 Certificates evidencing not
         less than 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 these




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<PAGE>

         Standard Terms, the Trustee may require reasonable indemnity against
         such expense or liability as a condition to taking any such action;

                      (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 these Standard Terms 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 such Certificateholders,
subject to the provisions of these Standard Terms.

         Section 8.3. Trustee Not Liable for Recitals in Certificates or
Underlying Securities. 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 these Standard Terms or of the Certificates of any Series (other
than the signature and authentication on the Certificates) or of any Underlying
Security 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.

         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




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<PAGE>

Section 8.5(a) shall survive the resignation or termination of the Trustee or
the termination of these Standard Terms.

                  (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 these Standard Terms. 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 these Standard Terms agree, and each
Certificateholder by such Certificateholder'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 these Standard Terms, 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 Certificateholder,
         or group of Certificateholders, in each case holding in the aggregate
         Outstanding Certificates representing more than 10% of the Voting
         Rights; or

                    (iii) any Proceeding instituted by any Certificateholder
         for the enforcement of the payment of principal or interest on or
         after the respective due dates expressed in such Certificate and in
         these Standard Terms (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 Underlying Securities 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 (or its parent) must be
rated in one of the four highest rating categories by the Rating Agencies.



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<PAGE>

                  (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 Underlying Securities 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 Agencies 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 Certificateholders 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 Certificateholders 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.

         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




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<PAGE>

obligations of its predecessor hereunder (either with respect to a given Series
of Certificates or with respect to all Certificates issued under these Standard
Terms), 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 Certificateholders and to the Rating Agencies
in the manner provided in Section 11.5.

         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
Certificateholders 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 these Standard Terms.

                  (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




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<PAGE>

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 these Standard
Terms 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 these Standard Terms, specifically including every
provision of these Standard Terms 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 these Standard Terms 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 these Standard Terms 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 these Standard Terms, 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 these Standard Terms; and

                     (iv) these Standard Terms 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




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<PAGE>

         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 the Trust
Agreement or Pursuant to Instructions of Certificateholders. The Trustee shall
only take such action or shall refrain from taking such action under these
Standard Terms as directed pursuant to a specific provision of these Standard
Terms 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 or publicly
traded partnership 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

                             SECURITIES INTERMEDIARY

         Section 9.1. Resignation or Removal of the Securities Intermediary;
Appointment of Successor Securities Intermediary. (a) The Securities
Intermediary may at any time resign as Securities Intermediary hereunder by
written notice of its election so to do, delivered to the Trustee and the
Depositor, and such resignation shall take effect upon the appointment of a
successor Securities Intermediary and its acceptance of such appointment as
hereinafter provided; provided, however, that in the event of such resignation,
the Securities Intermediary shall (i) assist the Trustee and the Depositor in
finding a successor Securities Intermediary acceptable to the Trustee and the
Depositor and (ii) negotiate in good faith concerning any prepaid but unaccrued
fees.


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<PAGE>

                  (b) The Trustee, the Depositor or the Certificateholders
evidencing not less than the Required Percentage--Removal of Securities
Intermediary may at any time remove the Securities Intermediary as Securities
Intermediary hereunder by written notice delivered to the Securities
Intermediary in the manner provided in Section 11.5 hereof, and such removal
shall take effect upon the appointment of the successor Securities Intermediary
and its acceptance of such appointment as provided in paragraph (e) of this
Section 9.1; provided, however, that in the event of such removal, the Depositor
shall negotiate in good faith with the Securities Intermediary in order to agree
regarding payment of the termination costs of the Securities Intermediary
resulting from such removal.

                  (c) Upon the designation and acceptance thereof of a successor
Securities Intermediary, following either resignation or removal of the
Securities Intermediary, the Securities Intermediary shall deliver to the
successor Securities Intermediary all records relating to the Certificates in
the form and manner then maintained by the Securities Intermediary, which shall
include a hard copy thereof upon written request of the successor Securities
Intermediary.

                  (d) If at any time the Securities Intermediary shall become
incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver
of the Securities Intermediary or of its property shall be appointed, or any
public officer shall take charge or control of the Securities Intermediary or of
its property of affairs for the purpose of rehabilitation, conservation or
liquidation, the Depositor shall petition any court of competent jurisdiction
for the removal of the Securities Intermediary and the appointment of a
successor Securities Intermediary. In the event the Securities Intermediary
resigns or is removed, the Securities Intermediary shall reimburse the Depositor
for any fees or charges previously paid to the Securities Intermediary in
respect of duties not yet performed under the Trust Agreement which remain to be
performed by a successor Securities Intermediary.

                  (e) In case at any time the Securities Intermediary acting
hereunder notifies the Trustee or the Depositor that it elects to resign or the
Trustee, the Depositor or Certificateholders representing not less than the
Required Percentage--Removal of Securities Intermediary notifies or notify the
Securities Intermediary that it or they elects or elect to remove the Securities
Intermediary as Securities Intermediary, the Depositor shall, within sixty (60)
days after the delivery of the notice of resignation or removal, appoint a
successor Securities Intermediary, which shall satisfy the requirements set
forth in Section 2.8. If no successor Securities Intermediary has been appointed
within sixty (60) days after the Securities Intermediary has given written
notice of its election to resign or the Trustee, the Depositor or
Certificateholders representing not less than the Required Percentage--Removal
of Securities Intermediary have given written notice to the Securities
Intermediary of its or their election to remove the Securities Intermediary, as
the case may be, the Securities Intermediary may petition any court of competent
jurisdiction for the appointment of a successor Securities Intermediary. Every
successor Securities Intermediary shall execute and deliver to its predecessor,
to the Trustee and to the Depositor an instrument in writing accepting its
appointment hereunder, and thereupon such successor Securities Intermediary,
without any further act or deed, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor and for all purposes shall be
the Securities Intermediary under this Trust Agreement, and such predecessor,
upon payment of all sums due it and on the written request of the Trustee and
the Depositor, shall execute and deliver an instrument transferring to such
successor all rights, obligations and



                                      79
<PAGE>

powers of such predecessor hereunder, and shall duly assign, transfer
and deliver all right, title and interest in the Deposited Assets and parts
thereof to such successor. Any successor Securities Intermediary shall
promptly give notice of its appointment to the Certificateholders of
Certificates for which it is successor Securities Intermediary in the manner
provided in Section 11.5 hereof.

                  (f) Any corporation into or with which the Securities
Intermediary may be merged, consolidated or converted shall be the successor of
such Securities Intermediary without the execution or filing of any document or
any further act.

                  (g) In the event that the Securities Intermediary has or
subsequently obtains by agreement, by operation of law or otherwise, a security
interest in a Certificate Account or any security entitlement credited thereto,
the Securities Intermediary hereby agrees that such security interest shall be
subordinate to the security interest of the Trustee. The financial assets and
other items deposited to a Certificate Account will not be subject to deduction,
set-off, banker's lien, or any other right in favor of any person other than the
Trustee [(except that the Securities Intermediary may set off (i) all amounts
due to the Securities Intermediary in respect of customary fees and expenses for
the routine maintenance and operation of any Certificate Account and (ii) the
face amount of any checks which have been credited to a Certificate Account but
are subsequently returned unpaid because of uncollected or insufficient funds)].


                                    ARTICLE X

                                   TERMINATION

         Section 10.1. Termination upon Purchase or Liquidation of All
Underlying Securities. (a) The respective obligations and responsibilities under
these Standard Terms 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 Certificateholders of any given
Series as hereafter set forth and to provide information reports and information
tax reporting) shall terminate upon the distribution to such Certificateholders
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 Certificateholders pursuant to
these Standard Terms 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
Underlying Securities for such Series in the Trust for such Series, provided
that such option may be exercised only if the aggregate principal amount of such
Underlying Securities 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 Underlying Securities 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
Underlying Securities Issuer) (or any Advance with respect thereto) of the last
Underlying Security remaining in the Trust for such Series or the disposition of
all property acquired upon foreclosure or liquidation of any such Underlying
Security; 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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<PAGE>

                  (b) The Administrative Agent shall exercise its option to
purchase all the Underlying Securities remaining in the Trust pursuant to clause
(i) of Section 10.1(a) not later than 91 days prior to the anticipated date of
purchase of all such Underlying Securities, 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 Underlying
Securities 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 Underlying Securities would be applied as
provided in the applicable Series Supplement.

                  (c) Written notice of any termination shall be provided as set
forth in Section 11.5.

                  (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 10.1(a), with respect to the
applicable Series of Certificates, the Trustee shall distribute to each
Certificateholder 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 Underlying Securities or (ii) as specified in the applicable Series
Supplement, if in connection with an Administrative Agent's purchase of all the
remaining Underlying Securities. 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 10.1 and Section 4.1
hereof. Immediately following the deposit of funds in trust hereunder, the Trust
for such Series shall terminate.


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         Section 11.1. Amendment. (a) These Standard Terms may be amended from
time to time by the Depositor, the Trustee and the Securities Intermediary
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, the Trustee or
the Securities Intermediary for the benefit of the Certificateholders; (iv) to
add, change or eliminate any other provisions with respect to matters or
questions arising under these Standard Terms, 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
be taxable as a corporation 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



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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 or
Treasury Regulations; (vi) to evidence and provide for the acceptance of
appointment hereunder of a Trustee for a Series of Certificates or a
Securities Intermediary for a Series of Certificates, and to add to or change
any of the provisions of these Standard Terms 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 or a successor Securities Intermediary with respect to the
Certificates of one or more Series or to add or change any of the provisions
of these Standard Terms 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 these Standard Terms may also be modified or amended from
time to time by the Depositor, the Trustee and the Securities Intermediary with
the consent of the Certificateholders 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
these Standard Terms or of modifying in any manner the rights of
Certificateholders; provided, however, that (i) no such amendment shall reduce
in any manner the amount of, or defer the timing of, payments received on
Underlying Securities which are required to be distributed on any Certificate
without the unanimous consent of such Certificateholders, and (ii) this Section
11.1(b) shall not be amended without the unanimous consent of all the
Certificateholders of such Series; 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 cause the Trust to be taxed as a corporation for
federal income tax purposes. Notwithstanding any other provision of these
Standard Terms, for purposes of the giving or withholding of consents pursuant
to this Section 11.1, 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.

                  (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
Agencies. 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.



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         Section 11.2. Counterparts. These Standard Terms 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 11.3. Limitation on Rights of Certificateholders. (a) The death
or incapacity of any Certificateholder shall not operate to terminate these
Standard Terms 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 these Standard Terms pursuant to
any provision hereof.

                  (c) No Certificateholder of a given Series shall have any
right by virtue of any provision of these Standard Terms to institute any suit,
action or proceeding in equity or at law upon or under or with respect to these
Standard Terms, unless (i) such Certificateholder previously shall have given to
the Trustee a written notice of breach and of the continuance thereof and unless
also the Certificateholders 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 these Standard Terms 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 Certificateholders of such Series shall have any right in
any manner whatever by virtue of any provision of these Standard Terms to
affect, disturb or prejudice the rights of any other of the Certificateholders
of such Series, or to obtain or seek to obtain priority over or preference to
any other such Certificateholder, or to enforce any right under these Standard
Terms, 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 11.4. Governing Law. These Standard Terms 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




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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 11.5. 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 Certificateholder shall be
given by first class mail, postage prepaid, at the last address of such
Certificateholder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in these Standard Terms shall be conclusively
presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. Any and all notices to be given to the
Swap Counterparty, if any, will be specified in the related Series Supplement or
in the related Swap Agreement.

         Section 11.6. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of these Standard Terms 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 these Standard Terms and shall in no way affect the
validity or enforceability of the other provisions of these Standard Terms or of
the Certificates or the rights of the Certificateholders thereof.

         Section 11.7. Notice to Rating Agencies. The Trustee shall use its best
efforts promptly to provide notice to the Rating Agencies with respect to each
of the following of which it has actual knowledge:

                      (i) any change or amendment to these Standard Terms;

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

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

                      (iv) the appointment of a successor Trustee or a
         successor Securities Intermediary;

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

                      (vi) the final payment to the Certificateholders 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:



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                      (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 11.8. Grant of Security Interest. It is the express intent of
the parties hereto that each conveyance of any Deposited Assets by the Depositor
to the Trustee be, and be construed as, a sale of the Deposited Assets by the
Depositor and not a pledge of or grant of a security interest in any Deposited
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 Deposited Assets are held to be property of the Depositor, then,
(a) the Depositor hereby grants to the Trustee a security interest in all of the
Depositor's right, title and interest, whether now owned or existing or
hereafter acquired or arising in, to and under the Deposited Assets, including,
without limitation, the Underlying Securities 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 and (b)(1) these Standard Terms shall
also be a security agreement within the meaning 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 obligations secured
by such security agreement shall be all the Depositor's obligations under these
Standard Terms, including the obligation to provide to the Certificateholders
the benefits of these Standard Terms relating to such Deposited Assets and the
applicable Trust; and (3) 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 these Standard
Terms, to take such actions as may be necessary to ensure that such security
interest is a perfected security interest of first priority under applicable law
and will be maintained as such for so long as any of the Deposited 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 the Deposited 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 principal business office, or jurisdiction of organization of the
Depositor or (3) any transfer of any interest of the Depositor in any Deposited
Asset.



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         Section 11.9. Nonpetition Covenant. Notwithstanding any prior
termination of these Standard Terms, 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 11.10. No Recourse. Provided that there exists no default on
the Underlying Securities, 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 Underlying Securities or any other Deposited
Assets, except as specifically provided in the related Series Supplement.

         Section 11.11. Article and Section References. All article and section
references used in these Standard Terms, unless otherwise provided, are to
articles and sections in these Standard Terms.

         Section 11.12.    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 these Standard
Terms by any of the provisions of the TIA, such required provision shall
control.

                  (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 these Standard Terms) are a part of and
govern these Standard Terms, whether or not physically contained herein.




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         IN WITNESS WHEREOF, the Depositor, the Trustee and the Securities
Intermediary 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.

                                            CSFB ASSET REPACKAGING DEPOSITOR
                                              LLC, as Depositor

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



                                            U.S. BANK TRUST NATIONAL
                                              ASSOCIATION, as Trustee and as
                                              Securities Intermediary


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