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                                                                    Exhibit 10.1


(MULTICURRENCY -- CROSS BORDER)

                                     ISDA(R)
                  International Swap Dealers Association, Inc.


                                MASTER AGREEMENT

                                  dated as of -

         - and Public Credit and Repackaged Securities (SM)(PCARS)(SM) Trust
Series - have entered and/or anticipate entering into one or more transactions
(each a "Transaction") that are or will be governed by this Master Agreement,
which includes the schedule (the "Schedule"), and the documents and other
confirming evidence (each a "Confirmation") exchanged between the parties
confirming those Transactions.

         Accordingly, the parties agree as follows: --

1.       INTERPRETATION

         (a) DEFINITIONS. The terms defined in Section 14 and in the Schedule
will have the meanings therein specified for the purpose of this Master
Agreement.

         (b) INCONSISTENCY. In the event of any inconsistency between the
provisions of the Schedule and the other provisions of this Master Agreement,
the Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction.

         (c) SINGLE AGREEMENT. All Transactions are entered into in reliance on
the fact that this Master Agreement and all Confirmations form a single
agreement between the parties (collectively referred to as this "Agreement"),
and the parties would not otherwise enter into any Transactions.

2.       OBLIGATIONS

         (a) GENERAL CONDITIONS.

                  (i)      Each party will make each payment or delivery
                           specified in each Confirmation to be made by it,
                           subject to the other provisions of this Agreement.

                  (ii)     Payments under this Agreement will be made on the due
                           date for value on that date in the place of the
                           account specified in the relevant Confirmation or
                           otherwise pursuant to this Agreement, in freely
                           transferable funds and in the manner customary for
                           payments in the required currency. Where settlement
                           is by delivery (that is, other than by payment), such
                           delivery will be made for receipt on the due date in
                           the manner customary for the relevant obligation
                           unless otherwise specified in the relevant
                           Confirmation or elsewhere in this Agreement.

                  (iii)    Each obligation of each party under Section 2(a)(i)
                           is subject to (1) the condition precedent that no
                           Event of Default or Potential Event of Default with
                           respect to the other party has occurred and is
                           continuing, (2) the condition precedent that no Early
                           Termination Date in respect of the relevant
                           Transaction has occurred or been effectively
                           designated and (3) each other applicable condition
                           precedent specified in this Agreement.

         (b) CHANGE OF ACCOUNT. Either party may change its account for
receiving a payment or delivery by giving notice to the other party at least
five Local Business Days prior to the scheduled date for the payment or
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delivery to which such change applies unless such other party gives timely
notice of a reasonable objection to such change.

         (c) NETTING. If on any date amounts would otherwise be payable: --

                  (i)      in the same currency; and

                  (ii)     in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

         (d) DEDUCTION OR WITHHOLDING FOR TAX.

                  (i)      GROSS-UP. All payments under this Agreement will be
                           made without any deduction or withholding for or on
                           account of any Tax unless such deduction or
                           withholding is required by any applicable law, as
                           modified by the practice of any relevant governmental
                           revenue authority, then in effect. If a party is so
                           required to deduct or withhold, then that party ("X")
                           will: --

                           (1)      promptly notify the other party ("Y") of
                                    such requirement;

                           (2)      pay to the relevant authorities the full
                                    amount required to be deducted or withheld
                                    (including the full amount required to be
                                    deducted or withheld from any additional
                                    amount paid by X to Y under this Section
                                    2(d)) promptly upon the earlier of
                                    determining that such deduction or
                                    withholding is required or receiving notice
                                    that such amount has been assessed against
                                    Y;

                           (3)      promptly forward to Y an official receipt
                                    (or a certified copy), or other
                                    documentation reasonably acceptable to Y,
                                    evidencing such payment to such authorities;
                                    and

                           (4)      if such Tax is an Indemnifiable Tax, pay to
                                    Y, in addition to the payment to which Y is
                                    otherwise entitled under this Agreement,
                                    such additional amount as is necessary to
                                    ensure that the net amount actually received
                                    by Y (free and clear of Indemnifiable Taxes,
                                    whether assessed against X or Y) will equal
                                    the full amount Y would have received had no
                                    such deduction or withholding been required.
                                    However, X will not be required to pay any
                                    additional amount to Y to the extent that it
                                    would not be required to be paid but for: --

                                    (A)      the failure by Y to comply with or
                                             perform any agreement contained in
                                             Section 4(a)(i), 4(a)(iii) or 4(d);
                                             or

                                    (B)      the failure of a representation
                                             made by Y pursuant to Section 3(f)
                                             to be accurate and true unless such
                                             failure would not have occurred but
                                             for (I) any action taken by a
                                             taxing authority, or brought in a
                                             court of

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                                             competent jurisdiction, on or
                                             after the date on which a
                                             Transaction is entered
                                             into (regardless of whether such
                                             action is taken or brought with
                                             respect to a party to this
                                             Agreement) or (II) a Change in Tax
                                             Law.

                  (ii)     LIABILITY. If: --

                           (1)      X is required by any applicable law, as
                                    modified by the practice of any relevant
                                    governmental revenue authority, to make any
                                    deduction or withholding in respect of which
                                    X would not be required to pay an additional
                                    amount to Y under Section 2(d)(i)(4);

                           (2)      X does not so deduct or withhold; and

                           (3)      a liability resulting from such Tax is
                                    assessed directly against X,

                  then, except to the extent Y has satisfied or then satisfies
                  the liability resulting from such Tax, Y will promptly pay to
                  X the amount of such liability (including any related
                  liability for interest, but including any related liability
                  for penalties only if Y has failed to comply with or perform
                  any agreement contained in Section 4(a)(i), 4(a)(iii) or
                  4(d)).

         (e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or
effective designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment obligation
will, to the extent permitted by law and subject to Section 6(c), be required to
pay interest (before as well as after judgment) on the overdue amount to the
other party on demand in the same currency as such overdue amount, for the
period from (and including) the original due date for payment to (but excluding)
the date of actual payment, at the Default Rate. Such interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. If, prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party defaults in the
performance of any obligation required to be settled by delivery, it will
compensate the other party on demand if and to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement.

3.       REPRESENTATIONS

         Each party represents to the other party (which representations will be
deemed to be repeated by each party on each date on which a Transaction is
entered into and, in the case of the representations in Section 3(f), at all
times until the termination of this Agreement) that: --

         (a)      BASIC REPRESENTATIONS.

                  (i)      STATUS. It is duly organised and validly existing
                           under the laws of the jurisdiction of its
                           organisation or incorporation and, if relevant under
                           such laws, in good standing;

                  (ii)     POWERS. It has the power to execute this Agreement
                           and any other documentation relating to this
                           Agreement to which it is a party, to deliver this
                           Agreement and any other documentation relating to
                           this Agreement that it is required by this Agreement
                           to deliver and to perform its obligations under this
                           Agreement and any obligations it has under any Credit
                           Support Document to which it is a party and has taken
                           all necessary action to authorise such execution,
                           delivery and performance;

                  (iii)    NO VIOLATION OR CONFLICT. Such execution, delivery
                           and performance do not violate or conflict with any
                           law applicable to it, any provision of its
                           constitutional documents, any order or judgment of
                           any court or other agency of government applicable to
                           it or any of its assets or any contractual
                           restriction binding on or affecting it or any of its
                           assets;

                  (iv)     CONSENTS. All governmental and other consents that
                           are required to have been obtained by it with respect
                           to this Agreement or any Credit Support Document to
                           which it is a party have been obtained and are in
                           full force and effect and all conditions of any such
                           consents have been complied with; and

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                  (v)      OBLIGATIONS BINDING. Its obligations under this
                           Agreement and any Credit Support Document to which it
                           is a party constitute its legal, valid and binding
                           obligations, enforceable in accordance with their
                           respective terms (subject to applicable bankruptcy,
                           reorganisation, insolvency, moratorium or similar
                           laws affecting creditors' rights generally and
                           subject, as to enforceability, to equitable
                           principles of general application (regardless of
                           whether enforcement is sought in a proceeding in
                           equity or at law)).

         (b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event
of Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under this Agreement
or any Credit Support Document to which it is a party.

         (c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

         (d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that
is furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material respect.

         (e) PAYER TAX REPRESENTATION. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(e) is accurate
and true.

         (f) PAYEE TAX REPRESENTATIONS. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.

4.       AGREEMENTS

         Each party agrees with the other that, so long as either party has or
may have any obligation under this Agreement or under any Credit Support
Document to which it is a party: --

         (a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party
or, in certain cases under subparagraph (iii) below, to such government or
taxing authority as the other party reasonably directs: --

                  (i)      any forms, documents or certificates relating to
                           taxation specified in the Schedule or any
                           Confirmation;

                  (ii)     any other documents specified in the Schedule or any
                           Confirmation; and

                  (iii)    upon reasonable demand by such other party, any form
                           or document that may be required or reasonably
                           requested in writing in order to allow such other
                           party or its Credit Support Provider to make a
                           payment under this Agreement or any applicable Credit
                           Support Document without any deduction or withholding
                           for or on account of any Tax or with such deduction
                           or withholding at a reduced rate (so long as the
                           completion, execution or submission of such form or
                           document would not materially prejudice the legal or
                           commercial position of the party in receipt of such
                           demand), with any such form or document to be
                           accurate and completed in a manner reasonably
                           satisfactory to such other party and to be executed
                           and to be delivered with any reasonably required
                           certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

         (b) MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to
maintain in full force and effect all consents of any governmental or other
authority that are required to be obtained by it with respect to this Agreement
or any Credit Support Document to which it is a party and will use all
reasonable efforts to obtain any that may become necessary in the future.

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         (c) COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

         (d) TAX AGREEMENT. It will give notice of any failure of a
representation made by it under Section 3(f) to be accurate and true promptly
upon learning of such failure.

         (e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp
Tax levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated, organised, managed
and controlled, or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

         (a) EVENTS OF DEFAULT. The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or any
Specified Entity of such party of any of the following events constitutes an
event of default (an "Event of Default") with respect to such party: --

                  (i)      FAILURE TO PAY OR DELIVER. Failure by the party to
                           make, when due, any payment under this Agreement or
                           delivery under Section 2(a)(i) or 2(e) required to be
                           made by it if such failure is not remedied on or
                           before the third Local Business Day after notice of
                           such failure is given to the party;

                  (ii)     BREACH OF AGREEMENT. Failure by the party to comply
                           with or perform any agreement or obligation (other
                           than an obligation to make any payment under this
                           Agreement or delivery under Section 2(a)(i) or 2(e)
                           or to give notice of a Termination Event or any
                           agreement or obligation under Section 4(a)(i),
                           4(a)(iii) or 4(d)) to be complied with or performed
                           by the party in accordance with this Agreement if
                           such failure is not remedied on or before the
                           thirtieth day after notice of such failure is given
                           to the party;

                  (iii)    CREDIT SUPPORT DEFAULT.

                           (1)      Failure by the party or any Credit Support
                                    Provider of such party to comply with or
                                    perform any agreement or obligation to be
                                    complied with or performed by it in
                                    accordance with any Credit Support Document
                                    if such failure is continuing after any
                                    applicable grace period has elapsed;

                           (2)      the expiration or termination of such Credit
                                    Support Document or the failing or ceasing
                                    of such Credit Support Document to be in
                                    full force and effect for the purpose of
                                    this Agreement (in either case other than in
                                    accordance with its terms) prior to the
                                    satisfaction of all obligations of such
                                    party under each Transaction to which such
                                    Credit Support Document relates without the
                                    written consent of the other party; or

                           (3)      the party or such Credit Support Provider
                                    disaffirms, disclaims, repudiates or
                                    rejects, in whole or in part, or challenges
                                    the validity of, such Credit Support
                                    Document;

                  (iv)     MISREPRESENTATION. A representation (other than a
                           representation under Section 3(e) or (f)) made or
                           repeated or deemed to have been made or repeated by
                           the party or any Credit Support Provider of such
                           party in this Agreement or any Credit Support
                           Document proves to have been incorrect or misleading
                           in any material respect when made or repeated or
                           deemed to have been made or repeated;

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                  (v)      DEFAULT UNDER SPECIFIED TRANSACTION. The party, any
                           Credit Support Provider of such party or any
                           applicable Specified Entity of such party (1)
                           defaults under a Specified Transaction and, after
                           giving effect to any applicable notice requirement or
                           grace period, there occurs a liquidation of, an
                           acceleration of obligations under, or an early
                           termination of, that Specified Transaction, (2)
                           defaults, after giving effect to any applicable
                           notice requirement or grace period, in making any
                           payment or delivery due on the last payment, delivery
                           or exchange date of, or any payment on early
                           termination of, a Specified Transaction (or such
                           default continues for at least three Local Business
                           Days if there is no applicable notice requirement or
                           grace period) or (3) disaffirms, disclaims,
                           repudiates or rejects, in whole or in part, a
                           Specified Transaction (or such action is taken by any
                           person or entity appointed or empowered to operate it
                           or act on its behalf);

                  (vi)     CROSS DEFAULT. If "Cross Default" is specified in the
                           Schedule as applying to the party, the occurrence or
                           existence of (1) a default, event of default or other
                           similar condition or event (however described) in
                           respect of such party, any Credit Support Provider of
                           such party or any applicable Specified Entity of such
                           party under one or more agreements or instruments
                           relating to Specified Indebtedness of any of them
                           (individually or collectively) in an aggregate amount
                           of not less than the applicable Threshold Amount (as
                           specified in the Schedule) which has resulted in such
                           Specified Indebtedness becoming, or becoming capable
                           at such time of being declared, due and payable under
                           such agreements or instruments, before it would
                           otherwise have been due and payable or (2) a default
                           by such party, such Credit Support Provider or such
                           Specified Entity (individually or collectively) in
                           making one or more payments on the due date thereof
                           in an aggregate amount of not less than the
                           applicable Threshold Amount under such agreements or
                           instruments (after giving effect to any applicable
                           notice requirement or grace period);

                  (vii)    BANKRUPTCY. The party, any Credit Support Provider of
                           such party or any applicable Specified Entity of such
                           party: -- (1) is dissolved (other than pursuant to a
                           consolidation, amalgamation or merger); (2) becomes
                           insolvent or is unable to pay its debts or fails or
                           admits in writing its inability generally to pay its
                           debts as they become due; (3) makes a general
                           assignment, arrangement or composition with or for
                           the benefit of its creditors; (4) institutes or has
                           instituted against it a proceeding seeking a judgment
                           of insolvency or bankruptcy or any other relief under
                           any bankruptcy or insolvency law or other similar law
                           affecting creditors' rights, or a petition is
                           presented for its winding-up or liquidation, and, in
                           the case of any such proceeding or petition
                           instituted or presented against it, such proceeding
                           or petition (A) results in a judgment of insolvency
                           or bankruptcy or the entry of an order for relief or
                           the making of an order for its winding-up or
                           liquidation or (B) is not dismissed, discharged,
                           stayed or restrained in each case within 30 days of
                           the institution or presentation thereof; (5) has a
                           resolution passed for its winding-up, official
                           management or liquidation (other than pursuant to a
                           consolidation, amalgamation or merger); (6) seeks or
                           becomes subject to the appointment of an
                           administrator, provisional liquidator, conservator,
                           receiver, trustee, custodian or other similar
                           official for it or for all or substantially all its
                           assets; (7) has a secured party take possession of
                           all or substantially all its assets or has a
                           distress, execution, attachment, sequestration or
                           other legal process levied, enforced or sued on or
                           against all or substantially all its assets and such
                           secured party maintains possession, or any such
                           process is not dismissed, discharged, stayed or
                           restrained, in each case within 30 days thereafter;
                           (8) causes or is subject to any event with respect to
                           it which, under the applicable laws of any
                           jurisdiction, has an analogous effect to any of the
                           events specified in clauses (1) to (7) (inclusive);
                           or (9) takes any action in furtherance of, or
                           indicating its consent to, approval of, or
                           acquiescence in, any of the foregoing acts; or

                  (viii)   MERGER WITHOUT ASSUMPTION. The party or any Credit
                           Support Provider of such party consolidates or
                           amalgamates with, or merges with or into, or
                           transfers all or substantially all its assets to,
                           another entity and, at the time of such
                           consolidation, amalgamation, merger or transfer: --

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                           (1)      the resulting, surviving or transferee
                                    entity fails to assume all the obligations
                                    of such party or such Credit Support
                                    Provider under this Agreement or any Credit
                                    Support Document to which it or its
                                    predecessor was a party by operation of law
                                    or pursuant to an agreement reasonably
                                    satisfactory to the other party to this
                                    Agreement; or

                           (2)      the benefits of any Credit Support Document
                                    fail to extend (without the consent of the
                                    other party) to the performance by such
                                    resulting, surviving or transferee entity of
                                    its obligations under this Agreement.

         (b) TERMINATION EVENTS. The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or any
Specified Entity of such party of any event specified below constitutes an
Illegality if the event is specified in (i) below, a Tax Event if the event is
specified in (ii) below or a Tax Event Upon Merger if the event is specified in
(iii) below, and, if specified to be applicable, a Credit Event Upon Merger if
the event is specified pursuant to (iv) below or an Additional Termination Event
if the event is specified pursuant to (v) below: --

                  (i)      ILLEGALITY. Due to the adoption of, or any change in,
                           any applicable law after the date on which a
                           Transaction is entered into, or due to the
                           promulgation of, or any change in, the interpretation
                           by any court, tribunal or regulatory authority with
                           competent jurisdiction of any applicable law after
                           such date, it becomes unlawful (other than as a
                           result of a breach by the party of Section 4(b)) for
                           such party (which will be the Affected Party): --

                           (1)      to perform any absolute or contingent
                                    obligation to make a payment or delivery or
                                    to receive a payment or delivery in respect
                                    of such Transaction or to comply with any
                                    other material provision of this Agreement
                                    relating to such Transaction; or

                           (2)      to perform, or for any Credit Support
                                    Provider of such party to perform, any
                                    contingent or other obligation which the
                                    party (or such Credit Support Provider) has
                                    under any Credit Support Document relating
                                    to such Transaction;

                  (ii)     TAX EVENT. Due to (x) any action taken by a taxing
                           authority, or brought in a court of competent
                           jurisdiction, on or after the date on which a
                           Transaction is entered into (regardless of whether
                           such action is taken or brought with respect to a
                           party to this Agreement) or (y) a Change in Tax Law,
                           the party (which will be the Affected Party) will, or
                           there is a substantial likelihood that it will, on
                           the next succeeding Scheduled Payment Date (1) be
                           required to pay to the other party an additional
                           amount in respect of an Indemnifiable Tax under
                           Section 2(d)(i)(4) (except in respect of interest
                           under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive
                           a payment from which an amount is required to be
                           deducted or withheld for or on account of a Tax
                           (except in respect of interest under Section 2(e),
                           6(d)(ii) or 6(e)) and no additional amount is
                           required to be paid in respect of such Tax under
                           Section 2(d)(i)(4) (other than by reason of Section
                           2(d)(i)(4)(A) or (B));

                  (iii)    TAX EVENT UPON MERGER. The party (the "Burdened
                           Party") on the next succeeding Scheduled Payment Date
                           will either (1) be required to pay an additional
                           amount in respect of an Indemnifiable Tax under
                           Section 2(d)(i)(4) (except in respect of interest
                           under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive
                           a payment from which an amount has been deducted or
                           withheld for or on account of any Indemnifiable Tax
                           in respect of which the other party is not required
                           to pay an additional amount (other than by reason of
                           Section 2(d)(i)(4)(A) or (B)), in either case as a
                           result of a party consolidating or amalgamating with,
                           or merging with or into, or transferring all or
                           substantially all its assets to, another entity
                           (which will be the Affected Party) where such action
                           does not constitute an event described in Section
                           5(a)(viii);

                  (iv)     CREDIT EVENT UPON MERGER. If "Credit Event Upon
                           Merger" is specified in the Schedule as applying to
                           the party, such party ("X"), any Credit Support
                           Provider of X or any applicable Specified Entity of X
                           consolidates or amalgamates with, or merges with or
                           into, or transfers all or substantially all its
                           assets to, another entity and such action does

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<PAGE>   8
                           not constitute an event described in Section
                           5(a)(viii) but the creditworthiness of the resulting,
                           surviving or transferee entity is materially weaker
                           than that of X, such Credit Support Provider or such
                           Specified Entity, as the case may be, immediately
                           prior to such action (and, in such event, X or its
                           successor or transferee, as appropriate, will be the
                           Affected Party); or

                  (v)      ADDITIONAL TERMINATION EVENT. If any "Additional
                           Termination Event" is specified in the Schedule or
                           any Confirmation as applying, the occurrence of such
                           event (and, in such event, the Affected Party or
                           Affected Parties shall be as specified for such
                           Additional Termination Event in the Schedule or such
                           Confirmation).

         (c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.

6.       EARLY TERMINATION

         (a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an
Event of Default with respect to a party (the "Defaulting Party") has occurred
and is then continuing, the other party (the "Non-defaulting Party") may, by not
more than 20 days notice to the Defaulting Party specifying the relevant Event
of Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as applying
to a party, then an Early Termination Date in respect of all outstanding
Transactions will occur immediately upon the occurrence with respect to such
party of an Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6)
or, to the extent analogous thereto, (8), and as of the time immediately
preceding the institution of the relevant proceeding or the presentation of the
relevant petition upon the occurrence with respect to such party of an Event of
Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto,
(8).

         (b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

                  (i)      NOTICE. If a Termination Event occurs, an Affected
                           Party will, promptly upon becoming aware of it,
                           notify the other party, specifying the nature of that
                           Termination Event and each Affected Transaction and
                           will also give such other information about that
                           Termination Event as the other party may reasonably
                           require.

                  (ii)     TRANSFER TO AVOID TERMINATION EVENT. If either an
                           Illegality under Section 5(b)(i)(l) or a Tax Event
                           occurs and there is only one Affected Party, or if a
                           Tax Event Upon Merger occurs and the Burdened Party
                           is the Affected Party, the Affected Party will, as a
                           condition to its right to designate an Early
                           Termination Date under Section 6(b)(iv), use all
                           reasonable efforts (which will not require such party
                           to incur a loss, excluding immaterial, incidental
                           expenses) to transfer within 20 days after it gives
                           notice under Section 6(b)(i) all its rights and
                           obligations under this Agreement in respect of the
                           Affected Transactions to another of its Offices or
                           Affiliates so that such Termination Event ceases to
                           exist.

                                    If the Affected Party is not able to make
                           such a transfer it will give notice to the other
                           party to that effect within such 20 day period,
                           whereupon the other party may effect such a transfer
                           within 30 days after the notice is given under
                           Section 6(b)(i).

                                    Any such transfer by a party under this
                           Section 6(b)(ii) will be subject to and conditional
                           upon the prior written consent of the other party,
                           which consent will not be withheld if such other
                           party's policies in effect at such time would permit
                           it to enter into transactions with the transferee on
                           the terms proposed.

                  (iii)    TWO AFFECTED PARTIES. If an Illegality under Section
                           5(b)(i)(1) or a Tax Event occurs and there are two
                           Affected Parties, each party will use all reasonable
                           efforts to reach agreement within 30 days after
                           notice thereof is given under Section 6(b)(i) on
                           action to avoid that Termination Event.

                                      -8-
<PAGE>   9
                  (iv)     RIGHT TO TERMINATE. If: --

                           (1)      a transfer under Section 6(b)(ii) or an
                                    agreement under Section 6(b)(iii), as the
                                    case may be, has not been effected with
                                    respect to all Affected Transactions within
                                    30 days after an Affected Party gives notice
                                    under Section 6(b)(i); or

                           (2)      an Illegality under Section 5(b)(i)(2), a
                                    Credit Event Upon Merger or an Additional
                                    Termination Event occurs, or a Tax Event
                                    Upon Merger occurs and the Burdened Party is
                                    not the Affected Party,

                           either party in the case of an Illegality, the
                           Burdened Party in the case of a Tax Event Upon
                           Merger, any Affected Party in the case of a Tax Event
                           or an Additional Termination Event if there is more
                           than one Affected Party, or the party which is not
                           the Affected Party in the case of a Credit Event Upon
                           Merger or an Additional Termination Event if there is
                           only one Affected Party may, by not more than 20 days
                           notice to the other party and provided that the
                           relevant Termination Event is then continuing,
                           designate a day not earlier than the day such notice
                           is effective as an Early Termination Date in respect
                           of all Affected Transactions.

         (c) EFFECT OF DESIGNATION.

                  (i)      If notice designating an Early Termination Date is
                           given under Section 6(a) or (b), the Early
                           Termination Date will occur on the date so
                           designated, whether or not the relevant Event of
                           Default or Termination Event is then continuing.

                  (ii)     Upon the occurrence or effective designation of an
                           Early Termination Date, no further payments or
                           deliveries under Section 2(a)(i) or 2(e) in respect
                           of the Terminated Transactions will be required to be
                           made, but without prejudice to the other provisions
                           of this Agreement. The amount, if any, payable in
                           respect of an Early Termination Date shall be
                           determined pursuant to Section 6(e).

         (d) CALCULATIONS.

                  (i)      STATEMENT. On or as soon as reasonably practicable
                           following the occurrence of an Early Termination
                           Date, each party will make the calculations on its
                           part, if any, contemplated by Section 6(e) and will
                           provide to the other party a statement (1) showing,
                           in reasonable detail, such calculations (including
                           all relevant quotations and specifying any amount
                           payable under Section 6(e)) and (2) giving details of
                           the relevant account to which any amount payable to
                           it is to be paid. In the absence of written
                           confirmation from the source of a quotation obtained
                           in determining a Market Quotation, the records of the
                           party obtaining such quotation will be conclusive
                           evidence of the existence and accuracy of such
                           quotation.

                  (ii)     PAYMENT DATE. An amount calculated as being due in
                           respect of any Early Termination Date under Section
                           6(e) will be payable on the day that notice of the
                           amount payable is effective (in the case of an Early
                           Termination Date which is designated or occurs as a
                           result of an Event of Default) and on the day which
                           is two Local Business Days after the day on which
                           notice of the amount payable is effective (in the
                           case of an Early Termination Date which is designated
                           as a result of a Termination Event). Such amount will
                           be paid together with (to the extent permitted under
                           applicable law) interest thereon (before as well as
                           after judgment) in the Termination Currency, from
                           (and including) the relevant Early Termination Date
                           to (but excluding) the date such amount is paid, at
                           the Applicable Rate. Such interest will be calculated
                           on the basis of daily compounding and the actual
                           number of days elapsed.

         (e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs,
the following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the "First Method" or the "Second Method". If the parties
fail to designate a payment measure or payment method in the Schedule, it will
be deemed that "Market Quotation" or the "Second

                                      -9-
<PAGE>   10
Method", as the case may be, shall apply. The amount, if any, payable in respect
of an Early Termination Date and determined pursuant to this Section will be
subject to any Set-off.

                  (i)      EVENTS OF DEFAULT. If the Early Termination Date
                           results from an Event of Default: --

                           (1)      First Method and Market Quotation. If the
                                    First Method and Market Quotation apply, the
                                    Defaulting Party will pay to the
                                    Non-defaulting Party the excess, if a
                                    positive number, of (A) the sum of the
                                    Settlement Amount (determined by the
                                    Non-defaulting Party) in respect of the
                                    Terminated Transactions and the Termination
                                    Currency Equivalent of the Unpaid Amounts
                                    owing to the Non-defaulting Party over (B)
                                    the Termination Currency Equivalent of the
                                    Unpaid Amounts owing to the Defaulting
                                    Party.

                           (2)      First Method and Loss. If the First Method
                                    and Loss apply, the Defaulting Party will
                                    pay to the Non-defaulting Party, if a
                                    positive number, the Non-defaulting Party's
                                    Loss in respect of this Agreement.

                           (3)      Second Method and Market Quotation. If the
                                    Second Method and Market Quotation apply, an
                                    amount will be payable equal to (A) the sum
                                    of the Settlement Amount (determined by the
                                    Non-defaulting Party) in respect of the
                                    Terminated Transactions and the Termination
                                    Currency Equivalent of the Unpaid Amounts
                                    owing to the Non-defaulting Party less (B)
                                    the Termination Currency Equivalent of the
                                    Unpaid Amounts owing to the Defaulting
                                    Party. If that amount is a positive number,
                                    the Defaulting Party will pay it to the
                                    Non-defaulting Party; if it is a negative
                                    number, the Non-defaulting Party will pay
                                    the absolute value of that amount to the
                                    Defaulting Party.

                           (4)      Second Method and Loss. If the Second Method
                                    and Loss apply, an amount will be payable
                                    equal to the Non-defaulting Party's Loss in
                                    respect of this Agreement. If that amount is
                                    a positive number, the Defaulting Party will
                                    pay it to the Non-defaulting Party; if it is
                                    a negative number, the Non-defaulting Party
                                    will pay the absolute value of that amount
                                    to the Defaulting Party.

                  (ii)     TERMINATION EVENTS. If the Early Termination Date
                           results from a Termination Event: --

                           (1)      One Affected Party. If there is one Affected
                                    Party, the amount payable will be determined
                                    in accordance with Section 6(e)(i)(3), if
                                    Market Quotation applies, or Section
                                    6(e)(i)(4), if Loss applies, except that, in
                                    either case, references to the Defaulting
                                    Party and to the Non-defaulting Party will
                                    be deemed to be references to the Affected
                                    Party and the party which is not the
                                    Affected Party, respectively, and, if Loss
                                    applies and fewer than all the Transactions
                                    are being terminated, Loss shall be
                                    calculated in respect of all Terminated
                                    Transactions.

                           (2)      Two Affected Parties. If there are two
                                    Affected Parties: --

                                    (A)      if Market Quotation applies, each
                                             party will determine a Settlement
                                             Amount in respect of the Terminated
                                             Transactions, and an amount will be
                                             payable equal to (I) the sum of (a)
                                             one-half of the difference between
                                             the Settlement Amount of the party
                                             with the higher Settlement Amount
                                             ("X") and the Settlement Amount of
                                             the party with the lower Settlement
                                             Amount ("Y") and (b) the
                                             Termination Currency Equivalent of
                                             the Unpaid Amounts owing to X less
                                             (II) the Termination Currency
                                             Equivalent of the Unpaid Amounts
                                             owing to Y; and

                                    (B)      if Loss applies, each party will
                                             determine its Loss in respect of
                                             this Agreement (or, if fewer than
                                             all the Transactions are being
                                             terminated, in respect of all
                                             Terminated Transactions) and an
                                             amount will be payable equal to
                                             one-half of the difference between
                                             the Loss of the

                                      -10-
<PAGE>   11
                                             party with the higher Loss
                                             ("X") and the Loss of the party
                                             with the lower Loss ("Y").

                                    If the amount payable is a positive number,
                                    Y will pay it to X; if it is a negative
                                    number, X will pay the absolute value of
                                    that amount to Y.

                  (iii)    ADJUSTMENT FOR BANKRUPTCY. In circumstances where an
                           Early Termination Date occurs because "Automatic
                           Early Termination" applies in respect of a party, the
                           amount determined under this Section 6(e) will be
                           subject to such adjustments as are appropriate and
                           permitted by law to reflect any payments or
                           deliveries made by one party to the other under this
                           Agreement (and retained by such other party) during
                           the period from the relevant Early Termination Date
                           to the date for payment determined under Section
                           6(d)(ii).

                  (iv)     PRE-ESTIMATE. The parties agree that if Market
                           Quotation applies an amount recoverable under this
                           Section 6(e) is a reasonable pre-estimate of loss and
                           not a penalty. Such amount is payable for the loss of
                           bargain and the loss of protection against future
                           risks and except as otherwise provided in this
                           Agreement neither party will be entitled to recover
                           any additional damages as a consequence of such
                           losses.

7.       TRANSFER

         Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that: --

         (a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

         (b) a party may make such a transfer of all or any part of its interest
in any amount payable to it from a Defaulting Party under Section 6(e).

         Any purported transfer that is not in compliance with this Section will
be void.

8.       CONTRACTUAL CURRENCY

         (a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this
Agreement will be made in the relevant currency specified in this Agreement for
that payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency other
than the Contractual Currency, except to the extent such tender results in the
actual receipt by the party to which payment is owed, acting in a reasonable
manner and in good faith in converting the currency so tendered into the
Contractual Currency, of the full amount in the Contractual Currency of all
amounts payable in respect of this Agreement. If for any reason the amount in
the Contractual Currency so received falls short of the amount in the
Contractual Currency payable in respect of this Agreement, the party required to
make the payment will, to the extent permitted by applicable law, immediately
pay such additional amount in the Contractual Currency as may be necessary to
compensate for the shortfall. If for any reason the amount in the Contractual
Currency so received exceeds the amount in the Contractual Currency payable in
respect of this Agreement, the party receiving the payment will refund promptly
the amount of such excess.

         (b) JUDGMENTS. To the extent permitted by applicable law, if any
judgment or order expressed in a currency other than the Contractual Currency is
rendered (i) for the payment of any amount owing in respect of this Agreement,
(ii) for the payment of any amount relating to any early termination in respect
of this Agreement or (iii) in respect of a judgment or order of another court
for the payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of

                                      -11-
<PAGE>   12
exchange at which the Contractual Currency is converted into the currency of the
judgment or order for the purposes of such judgment or order and the rate of
exchange at which such party is able, acting in a reasonable manner and in good
faith in converting the currency received into the Contractual Currency, to
purchase the Contractual Currency with the amount of the currency of the
judgment or order actually received by such party. The term "rate of exchange"
includes, without limitation, any premiums and costs of exchange payable in
connection with the purchase of or conversion into the Contractual Currency.

         (c) SEPARATE INDEMNITIES. To the extent permitted by applicable law,
these indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

         (d) EVIDENCE OF LOSS. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.

9.       MISCELLANEOUS

         (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
and understanding of the parties with respect to its subject matter and
supersedes all oral communication and prior writings with respect thereto.

         (b) AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

         (c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii)
and 6(c)(ii), the obligations of the parties under this Agreement will survive
the termination of any Transaction.

         (d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the
rights, powers, remedies and privileges provided in this Agreement are
cumulative and not exclusive of any rights, powers, remedies and privileges
provided by law.

         (e) COUNTERPARTS AND CONFIRMATIONS.

                  (i)      This Agreement (and each amendment, modification and
                           waiver in respect of it) may be executed and
                           delivered in counterparts (including by facsimile
                           transmission), each of which will be deemed an
                           original.

                  (ii)     The parties intend that they are legally bound by the
                           terms of each Transaction from the moment they agree
                           to those terms (whether orally or otherwise). A
                           Confirmation shall be entered into as soon as
                           practicable and may be executed and delivered in
                           counterparts (including by facsimile transmission) or
                           be created by an exchange of telexes or by an
                           exchange of electronic messages on an electronic
                           messaging system, which in each case will be
                           sufficient for all purposes to evidence a binding
                           supplement to this Agreement. The parties will
                           specify therein or through another effective means
                           that any such counterpart, telex or electronic
                           message constitutes a Confirmation.

         (f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right,
power or privilege in respect of this Agreement will not be presumed to operate
as a waiver, and a single or partial exercise of any right, power or privilege
will not be presumed to preclude any subsequent or further exercise, of that
right, power or privilege or the exercise of any other right, power or
privilege.

         (g) HEADINGS. The headings used in this Agreement are for convenience
of reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

                                      -12-
<PAGE>   13
                  10.      OFFICES; MULTIBRANCH PARTIES

         (a) If Section 10(a) is specified in the Schedule as applying, each
party that enters into a Transaction through an Office other than its head or
home office represents to the other party that, notwithstanding the place of
booking office or jurisdiction of incorporation or organisation of such party,
the obligations of such party are the same as if it had entered into the
Transaction through its head or home office. This representation will be deemed
to be repeated by such party on each date on which a Transaction is entered
into.

         (b) Neither party may change the Office through which it makes and
receives payments or deliveries for the purpose of a Transaction without the
prior written consent of the other party.

         (c) If a party is specified as a Multibranch Party in the Schedule,
such Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.      EXPENSES

         A Defaulting Party will, on demand, indemnify and hold harmless the
other party for and against all reasonable out-of-pocket expenses, including
legal fees and Stamp Tax, incurred by such other party by reason of the
enforcement and protection of its rights under this Agreement or any Credit
Support Document to which the Defaulting Party is a party or by reason of the
early termination of any Transaction, including, but not limited to, costs of
collection.

12.      NOTICES

         (a) EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated: --

                  (i)      if in writing and delivered in person or by courier,
                           on the date it is delivered;

                  (ii)     if sent by telex, on the date the recipient's
                           answerback is received;

                  (iii)    if sent by facsimile transmission, on the date that
                           transmission is received by a responsible employee of
                           the recipient in legible form (it being agreed that
                           the burden of proving receipt will be on the sender
                           and will not be met by a transmission report
                           generated by the sender's facsimile machine);

                  (iv)     if sent by certified or registered mail (airmail, if
                           overseas) or the equivalent (return receipt
                           requested), on the date that mail is delivered or its
                           delivery is attempted; or

                  (v)      if sent by electronic messaging system, on the date
                           that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

         (b) CHANGE OF ADDRESSES. Either party may by notice to the other change
the address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.      GOVERNING LAW AND JURISDICTION

         (a) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

                                      -13-
<PAGE>   14
         (b) JURISDICTION. With respect to any suit, action or proceedings
relating to this Agreement ("Proceedings"), each party irrevocably: --

                  (i)      submits to the jurisdiction of the English courts, if
                           this Agreement is expressed to be governed by English
                           law, or to the non-exclusive jurisdiction of the
                           courts of the State of New York and the United States
                           District Court located in the Borough of Manhattan in
                           New York City, if this Agreement is expressed to be
                           governed by the laws of the State of New York; and

                  (ii)     waives any objection which it may have at any time to
                           the laying of venue of any Proceedings brought in any
                           such court, waives any claim that such Proceedings
                           have been brought in an inconvenient forum and
                           further waives the right to object, with respect to
                           such Proceedings, that such court does not have any
                           jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

         (c) SERVICE OF PROCESS. Each party irrevocably appoints the Process
Agent (if any) specified opposite its name in the Schedule to receive, for it
and on its behalf, service of process in any Proceedings. If for any reason any
party's Process Agent is unable to act as such, such party will promptly notify
the other party and within 30 days appoint a substitute process agent acceptable
to the other party. The parties irrevocably consent to service of process given
in the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

         (d) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.      DEFINITIONS

         As used in this Agreement: --

         "ADDITIONAL TERMINATION EVENT" has the meaning specified in Section
5(b).

         "AFFECTED PARTY" has the meaning specified in Section 5(b).

         "AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

         "AFFILIATE" means, subject to the Schedule, in relation to any person,
any entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

         "APPLICABLE RATE" means: --

         (a) in respect of obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

                                      -14-
<PAGE>   15
         (b) in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;

         (c) in respect of all other obligations payable or deliverable (or
which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

         (d) in all other cases, the Termination Rate.

         "BURDENED PARTY" has the meaning specified in Section 5(b).

         "CHANGE IN TAX LAW" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.

         "CONSENT" includes a consent, approval, action, authorisation,
exemption, notice, filing, registration or exchange control consent.

         "CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

         "CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is
specified as such in this Agreement.

         "CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

         "DEFAULT RATE" means a rate per annum equal to the cost (without proof
or evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

         "DEFAULTING PARTY" has the meaning specified in Section 6(a).

         "EARLY TERMINATION DATE" means the date determined in accordance with
Section 6(a) or 6(b)(iv).

         "EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

         "ILLEGALITY" has the meaning specified in Section 5(b).

         "INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be
imposed in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to such
recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having executed,
delivered, performed its obligations or received a payment under, or enforced,
this Agreement or a Credit Support Document).

         "LAW" includes any treaty, law, rule or regulation (as modified, in the
case of tax matters, by the practice of any relevant governmental revenue
authority) and "lawful" and "unlawful" will be construed accordingly.

         "LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which
commercial banks are open for business (including dealings in foreign exchange
and foreign currency deposits) (a) in relation to any obligation under Section
2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so
specified, as otherwise agreed by the parties in writing or determined pursuant
to provisions contained, or incorporated by reference, in this Agreement, (b) in
relation to any other payment, in the place where the relevant account is
located and, if different, in the principal financial centre, if any, of the
currency of such payment, (c) in relation to any notice or other communication,
including notice contemplated under Section 5(a)(i), in the city specified in
the address for notice provided by the recipient and, in the case of a notice
contemplated by Section 2(b), in the place where the relevant new account is to
be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations
for performance with respect to such Specified Transaction.

                                      -15-
<PAGE>   16
         "LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

         "MARKET QUOTATION" means, with respect to one or more Terminated
Transactions and a party making the determination, an amount determined on the
basis of quotations from Reference Market-makers. Each quotation will be for an
amount, if any, that would be paid to such party (expressed as a negative
number) or by such party (expressed as a positive number) in consideration of an
agreement between such party (taking into account any existing Credit Support
Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in respect
of such Terminated Transaction or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have been
required after that date. For this purpose, Unpaid Amounts in respect of the
Terminated Transaction or group of Terminated Transactions are to be excluded
but, without limitation, any payment or delivery that would, but for the
relevant Early Termination Date, have been required (assuming satisfaction of
each applicable condition precedent) after that Early Termination Date is to be
included. The Replacement Transaction would be subject to such documentation as
such party and the Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the
party obliged to make a determination under Section 6(e), and, if each party is
so obliged, after consultation with the other. If more than three quotations are
provided, the Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest values. If
exactly three such quotations are provided, the Market Quotation will be the
quotation remaining after disregarding the highest and lowest quotations. For
this purpose, if more than one quotation has the same highest value or lowest
value, then one of such quotations shall be disregarded. If fewer than three
quotations are provided, it will be deemed that the Market Quotation in respect
of such Terminated Transaction or group of Terminated Transactions cannot be
determined.

         "NON-DEFAULT RATE" means a rate per annum equal to the cost (without
proof or evidence of any actual cost) to the Non-defaulting Party (as certified
by it) if it were to fund the relevant amount.

         "NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

         "OFFICE" means a branch or office of a party, which may be such party's
head or home office.

         "POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of
notice or the lapse of time or both, would constitute an Event of Default.

         "REFERENCE MARKET-MAKERS" means four leading dealers in the relevant
market selected by the party determining a Market Quotation in good faith (a)
from among dealers of the highest credit standing which satisfy all the criteria
that such party applies generally at the time in deciding whether to offer or to
make an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

         "RELEVANT JURISDICTION" means, with respect to a party, the
jurisdictions (a) in which the party is incorporated, organised, managed and
controlled or considered to have its seat, (b) where an Office through which the
party is acting for purposes of this Agreement is located, (c) in which the
party executes this Agreement and (d) in relation to any payment, from or
through which such payment is made.

                                      -16-
<PAGE>   17
         "SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is
to be made under Section 2(a)(i) with respect to a Transaction.

         "SET-OFF" means set-off, offset, combination of accounts, right of
retention or withholding or similar right or requirement to which the payer of
an amount under Section 6 is entitled or subject (whether arising under this
Agreement, another contract, applicable law or otherwise) that is exercised by,
or imposed on, such payer.

         "SETTLEMENT AMOUNT" means, with respect to a party and any Early
Termination Date, the sum of: --

         (a) the Termination Currency Equivalent of the Market Quotations
(whether positive or negative) for each Terminated Transaction or group of
Terminated Transactions for which a Market Quotation is determined; and

         (b) such party's Loss (whether positive or negative and without
reference to any Unpaid Amounts) for each Terminated Transaction or group of
Terminated Transactions for which a Market Quotation cannot be determined or
would not (in the reasonable belief of the party making the determination)
produce a commercially reasonable result.

         "SPECIFIED ENTITY" has the meaning specified in the Schedule.

         "SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

         "SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any
transaction (including an agreement with respect thereto) now existing or
hereafter entered into between one party to this Agreement (or any Credit
Support Provider of such party or any applicable Specified Entity of such party)
and the other party to this Agreement (or any Credit Support Provider of such
other party or any applicable Specified Entity of such other party) which is a
rate swap transaction, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.

         "STAMP TAX" means any stamp, registration, documentation or similar
tax.

         "TAX" means any present or future tax, levy, impost, duty, charge,
assessment or fee of any nature (including interest, penalties and additions
thereto) that is imposed by any government or other taxing authority in respect
of any payment under this Agreement other than a stamp, registration,
documentation or similar tax.

         "TAX EVENT" has the meaning specified in Section 5(b).

         "TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

         "TERMINATED TRANSACTIONS" means with respect to any Early Termination
Date (a) if resulting from a Termination Event, all Affected Transactions and
(b) if resulting from an Event of Default, all Transactions (in either case) in
effect immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

         "TERMINATION CURRENCY" has the meaning specified in the Schedule.

         "TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount
denominated in the Termination Currency, such Termination Currency amount and,
in respect of any amount denominated in a currency other than the Termination
Currency (the "Other Currency"), the amount in the Termination Currency
determined by the party making the relevant determination as being required to
purchase such amount of such Other Currency as at the relevant Early Termination
Date, or, if the relevant Market Quotation or Loss (as the case may be), is
determined as of a later date, that later date, with the Termination Currency at
the rate equal to the spot exchange rate of the foreign exchange agent (selected
as provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 a.m. (in the city in which such foreign exchange
agent is located) on such date as would

                                      -17-
<PAGE>   18
be customary for the determination of such a rate for the purchase of such Other
Currency for value on the relevant Early Termination Date or that later date.
The foreign exchange agent will, if only one party is obliged to make a
determination under Section 6(e), be selected in good faith by that party and
otherwise will be agreed by the parties.

         "TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event
Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.

         "TERMINATION RATE" means a rate per annum equal to the arithmetic mean
of the cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.

         "UNPAID AMOUNTS" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become payable
but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to
such Early Termination Date and which remain unpaid as at such Early Termination
Date and (b) in respect of each Terminated Transaction, for each obligation
under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii))
required to be settled by delivery to such party on or prior to such Early
Termination Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market value of that which was (or would have
been) required to be delivered as of the originally scheduled date for delivery,
in each case together with (to the extent permitted under applicable law)
interest, in the currency of such amounts, from (and including) the date such
amounts or obligations were or would have been required to have been paid or
performed to (but excluding) such Early Termination Date, at the Applicable
Rate. Such amounts of interest will be calculated on the basis of daily
compounding and the actual number of days elapsed. The fair market value of any
obligation referred to in clause (b) above shall be reasonably determined by the
party obliged to make the determination under Section 6(e) or, if each party is
so obliged, it shall be the average of the Termination Currency Equivalents of
the fair market values reasonably determined by both parties.

         IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.

-                                                        Public Credit and
                                                         Repackaged (Name of
                                                         Party) Securities
                                                         (SM)(PCARS)(SM) Trust
                                                         Series -

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

                                      -18-
<PAGE>   19
                                     ISDA(R)
                  International Swap Dealers Association, Inc.


                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT

                                  dated as of -
                                     between
                                        -
                                   ("Party A")
                                       and
       PUBLIC CREDIT AND REPACKAGED SECURITIES(SM) (PCARS)(SM) TRUST SERIES -
                           ("Party B" or the "Trust")

PART 1.  TERMINATION PROVISIONS.

(a)      "SPECIFIED ENTITY" means in relation to Party A for the purpose of: --

         Section 5(a)(v), none specified
         Section 5(a)(vi), none specified
         Section 5(a)(vii), none specified
         Section 5(b)(iv), none specified
         and in relation to Party B for the purpose of: --
         Section 5(a)(v), none specified
         Section 5(a)(vi), none specified
         Section 5(a)(vii), none specified
         Section 5(b)(iv), none specified

(b)      "SPECIFIED TRANSACTION" means, in lieu of the meaning specified in
         Section 14, any contract or transaction (whether or not documented
         under or effected pursuant to a master agreement) now existing or
         hereafter entered into between Party A, any Credit Support Provider of
         Party A or any Affiliate of Party A, on the one hand, and Party B, any
         Credit Support Provider of Party B or any Affiliate of Party B, on the
         other hand; provided, however, that "Specified Transaction" shall
         exclude any contract or transaction for Specified Indebtedness and any
         securities repurchase or reverse repurchase agreement or similar
         transaction.

(c)      "FAILURE TO PAY OR DELIVER", "BREACH OF AGREEMENT", "CREDIT SUPPORT
         DEFAULT" "MISREPRESENTATION", "DEFAULT UNDER SPECIFIED TRANSACTION" and
         "CROSS-DEFAULT": Section 5(a)(i) is amended by deleting the words "if
         such failure is not remedied on or before the third Local Business Day
         after notice of such failure is given to the party." Section 5(a)(ii),
         (iv), (v) and (vi) shall not apply to Party A or Party B (provided that
         a default by Party B under a Specified Transaction may independently
         give rise to a Trust Wind Up Event under the terms of the Trust
         Agreement dated - between Credit and Repackaging Vehicle Corporation,
         as depositor, and Wells Fargo Bank Minnesota, National Association, as
         trustee, with respect to the Trust (the "Trust Agreement")). Section
         5(a)(iii) shall not apply to Party B.

(d)      EVENTS OF DEFAULT WITH RESPECT TO PARTY B. With respect to Party B
         only, Section 5(a)(vii) shall apply with the following amendments:

(i)      Section 5(a)(vii)(2) shall not apply;

(ii)     Section 5(a)(vii)(3) shall apply with the words "the
         Certificateholders" substituted for "its

                                      S-1
<PAGE>   20
         creditors"; and

         (iii)    Sections 5(a)(vii)(6) and (7) shall apply with the words
         "assets comprising the property of the Trust, otherwise than in
         accordance with the Trust Agreement" substituted for "all or
         substantially all its assets".

(e)      "TAX EVENT UPON MERGER"; "CREDIT EVENT UPON MERGER": Sections 5(b)(iii)
         and 5(b)(iv) shall not apply to Party A or Party B.

(f)      The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a) shall not
         apply to Party A or Party B; provided, however, that in the case of any
         Event of Default of a type specified in Section 5(a)(vii)(1), (3), (4),
         (5), (6) or, to the extent analogous thereto, (8) that is governed by a
         system of laws that does not permit termination of all outstanding
         Transactions to take place upon or after the occurrence of such Event
         of Default in accordance with the terms of this Agreement, then the
         Automatic Early Termination provisions of Section 6(a) shall apply to
         Party A and Party B.

(g)      PAYMENTS ON EARLY TERMINATION. "Second Method and Market Quotation"
         shall apply for purposes of Section 6(e); provided, however, that
         notwithstanding any other provision of this Agreement, the claim of
         Party A for any Settlement Amount arising other than as a result of a
         Security Default (as defined in the Trust Agreement) shall be limited
         in accordance with the provisions of the Trust Agreement (if the Trust
         Agreement provides for such a limitation) to a claim pro rata with that
         of the Certificateholders under the Trust Agreement for their
         Certificate Principal Balance (as defined in the Trust Agreement), plus
         accrued interest.

(h)      "TERMINATION CURRENCY" means USD.

(i)      ADDITIONAL TERMINATION EVENT shall apply. Each of the following shall
         constitute an Additional Termination Event, with Party B as the
         Affected Party:

(i)      TRUST WIND-UP EVENT. A "Trust Wind-Up Event" shall occur in respect of
         Party B pursuant to Section 9.01 of the Trust Agreement. In this case,
         all Transactions shall be Affected Transactions.

(ii)     SECURITY DEFAULT. A "Security Default" (as defined in the Trust
         Agreement) shall occur. In this case, unless otherwise provided in the
         related Confirmation, only the Transaction or Transactions related to
         the Security (as defined in the Trust Agreement) to which such Security
         Default relates shall be an Affected Transaction or Affected
         Transactions.

(iii)    DISQUALIFIED SECURITY. A Security related to a Transaction shall become
         a "Disqualified Security" (as defined in the Trust Agreement). In this
         case, unless otherwise provided in the related Confirmation, only the
         Transaction or Transactions related to such Disqualified Security shall
         be an Affected Transaction or Affected Transactions.

(iv)     DISQUALIFIED TRANSACTION. Any Transaction shall become a "Disqualified
         Transaction" (as defined in the Trust Agreement). In this case, unless
         otherwise provided in the related Confirmation, only such Disqualified
         Transaction shall be an Affected Transaction.

PART 2   TAX REPRESENTATIONS.

(a)      PAYER TAX REPRESENTATIONS. For purposes of Section 3(e), each of Party
         A and Party B makes the following representation: --

                  It is not required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, of
                  any Relevant Jurisdiction to make any deduction or withholding
                  for or on account of any Tax from any payment (other than
                  interest under Section 2(a)(iii), 2(e), 6(d)(ii) or 6(e)) to
                  be made by it to the other party under this Agreement. In
                  making this representation, it may rely on: --

                                      S-2
<PAGE>   21
         (i)      the accuracy of any representation made by the other party
                  pursuant to Section 3(f);

         (ii)     the satisfaction of the agreement of the other party contained
                  in Section 4(a)(i) or 4(a)(iii) and the accuracy and
                  effectiveness of any document provided by the other party
                  pursuant to Section 4(a)(i) or 4(a)(iii); and

         (iii)    the satisfaction of the agreement of the other party contained
                  in Section 4(d);

         provided that it shall not be a breach of this representation by either
         party if reliance is placed on clause (ii) above and the other party
         does not deliver a form or document under Section 4(a)(iii) by reason
         of material prejudice to its legal or commercial position.

(b)      PAYEE TAX REPRESENTATIONS. None.

PART 3.  AGREEMENT TO DELIVER DOCUMENTS.
         For purposes of this Agreement, each party shall deliver the following
         documents, as applicable:

<TABLE>
<CAPTION>
 PARTY REQUIRED TO DELIVER                                     DATE BY WHICH TO BE         COVERED BY SECTION 3(d)
         DOCUMENT             FORM/DOCUMENT/CERTIFICATE             DELIVERED                  REPRESENTATION

<S>                          <C>                           <C>                             <C>
Party A and Party B          Either (1) a signature        The earlier of the fifth                  Yes
                             booklet containing a          Business Day after the
                             secretary's certificate and   Trade Date of the first
                             resolutions ("authorizing     Transaction or upon
                             resolutions") authorizing     execution of this Agreement
                             the party to enter into       and as deemed necessary for
                             derivatives transactions of   any further documentation.
                             the type contemplated by
                             the parties or (2) a
                             secretary's certificate,
                             authorizing resolutions and
                             incumbency certificate for
                             such party and any Credit
                             Support Provider of such
                             party reasonably
                             satisfactory in form and
                             substance to the other
                             party.

Party B                      Certified copies of           As soon as practicable                    Yes
                             documents evidencing Party    after the execution of
                             B's capacity to execute       this Agreement.
                             this Agreement, each
                             Confirmation and any
                             Credit Support Document
                             (if applicable) and to
                             perform its obligations
                             hereunder and thereunder.

Party B                      A written opinion of legal    Upon execution of this                    No
                             counsel to Party B,           Agreement and as deemed
                             reasonably satisfactory in    necessary for any further
                             form and substance to Party   documentation.
                             A.

Party A and Party B          Such other documents as the   Upon request.                             No
                             other party may reasonably
                             request.
</TABLE>

PART 4.  MISCELLANEOUS.

(a)      ADDRESSES FOR NOTICES. For purposes of Section 12(a): --

         (i)      Address for notices or communications to Party A: --
                  -

                  Attention:  -
                  Facsimile No.: -  Telephone No.: -

                                      S-3
<PAGE>   22
         (ii)     Address for notices or communications to Party B: -- Public
                  Credit and Repackaged Securities(SM) (PCARS)(SM) Trust Series
                  - c/o Wells Fargo Bank Minnesota, National Association, as
                  trustee -

                  Attention:  -
                  Facsimile No.: -  Telephone No.: -

(b)      NOTICES. Section 12(a) is amended by adding in the third line thereof
         after the phrase "messaging system" and before the ")" the words, ";
         provided, however, that any such notice or other communication may be
         given by facsimile transmission if telex is unavailable, no telex
         number is supplied to the party providing notice, or if an answer back
         confirmation is not received from the party to whom the telex is sent."

(c)      PROCESS AGENT. For purposes of Section 13(c) of this Agreement, Party B
         irrevocably appoints as its Process Agent the person specified in
         subparagraph (a)(ii) above.

(d)      OFFICES. The provisions of Section 10(a) shall apply to Party A and
         Party B.

(e)      MULTIBRANCH PARTY. For purposes of Section 10(c) of this Agreement,
         neither Party A nor Party B is a Multibranch Party.

(f)      "CALCULATION AGENT" means Party A.

(g)      "CREDIT SUPPORT DOCUMENT" means any credit support annex, any
         Confirmation and any other document, in each case that by its terms
         secures, guarantees or otherwise supports the obligations of Party A
         under this Agreement[, including, but not limited to, the guarantee of
         - set forth in a letter to the Trust.]

(h)      CREDIT SUPPORT PROVIDER means, in relation to Party A: -

(i)      GOVERNING LAW; JURISDICTION. This Agreement, any Credit Support
         Document and each Confirmation shall be governed by, and constructed in
         accordance with, the laws of the State of New York. Section 13(b) is
         amended by deleting (A) "non-" from the second line of clause (i) and
         (B) the final paragraph.

(j)      WAIVER OF JURY TRIAL. Each party waives, to the full extent permitted
         by applicable law, any right it may have to a trial by jury in respect
         of any Proceedings relating to this Agreement or any Credit Support
         Document.

[(k)     NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) shall not apply
         to any amounts payable with respect to any Transactions.]

(l)      "AFFILIATE" has the meaning specified in Section 14, but excludes -.

PART 5.  OTHER PROVISIONS.

(a)      TRUSTEE CAPACITY. With respect to the execution of this Agreement on
         behalf of the Trust, it is expressly understood and agreed by the
         parties hereto that, (i) this Agreement is executed and delivered by
         Wells Fargo Bank Minnesota, National Association, not in its individual
         capacity but solely as trustee under the Trust Agreement in the
         exercise of the powers and authority conferred and vested in it, (ii)
         each of the representations, undertakings and agreements herein made on
         the part of the Trust is made and intended not as a representation,
         undertaking or agreement, as the case may be, by Wells Fargo Bank
         Minnesota, National Association in its individual capacity but is made
         and intended for purposes of binding only the Trust and (iii) under no
         circumstances shall Wells Fargo Bank Minnesota, National Association in
         its individual capacity be liable for the payment of any indebtedness
         or expenses of the Trust or be liable for the breach or failure of any
         obligation, representation, warranty or covenant made or undertaken by
         the Trust under this Agreement.

                                      S-4
<PAGE>   23
(b)      ADDITIONAL REPRESENTATIONS. Section 3 is hereby amended by adding at
         the end thereof the following subparagraphs:

         "(g) ELIGIBLE CONTRACT PARTICIPANT. It is an "eligible contract
         participant" within the meaning of Section 1a(12) of the U.S. Commodity
         Exchange Act.

         (h) NO AGENCY. It is entering into this Agreement and each Transaction
         as principal (and not as agent or in any other capacity, fiduciary or
         otherwise.

         (j) NO RELIANCE. In connection with the negotiation of, the entering
         into, and the confirming of the execution of, this Agreement, any
         Credit Support Document to which it is a party and each Transaction:
         (i) the other party is not acting as a fiduciary or financial or
         investment advisor for it; (ii) it is not relying upon any
         representations (whether written or oral) of the other party other than
         the representations expressly set forth in this Agreement or such
         Credit Support Document; and (iii) it has consulted with its own legal,
         regulatory, tax, business, investment, financial and accounting
         advisors to the extent it has deemed necessary, and it has made its own
         investment, hedging and trading decisions based upon its own judgment
         and upon any advice from such advisors as it has deemed necessary and
         not upon any view expressed by the other party.

(c)      SETOFF AND RELATED MATTERS.

         (i) The occurrence or designation of an Early Termination Date on
         account of an Event of Default with respect to a party hereto ("Y")
         shall constitute a material breach and event of default (however
         described) under all Specified Transactions to which Y is a party,
         whereupon the Nondefaulting Party ("X") or any Affiliate of X shall
         have the right to terminate, liquidate and otherwise close out any or
         all such Specified Transactions (and Y shall be liable for any damages
         suffered by X and any Affiliate of X as a result thereof). For purposes
         of Section 6(a) of this Agreement, each Transaction shall be deemed to
         be outstanding until all obligations (including payment, delivery and
         exchange obligations) in respect of such Transaction have been fully
         discharged and satisfied.

         (ii) Upon the occurrence or designation of any Early Termination Date
         on account of an Event of Default, any amount payable by X or any
         Affiliate of X under this Agreement, any Specified Transaction with Y,
         or in respect of any other matured, liquidated or terminated obligation
         to Y shall, at the option of X or any Affiliate of X (and without prior
         notice to Y), be reduced by its setoff and recoupment against any and
         all amounts payable by Y to X or any Affiliate of X under this
         Agreement, any Specified Transaction with Y or in respect of any other
         matured, liquidated or terminated obligation of Y (and any and all such
         amounts payable by Y shall be discharged promptly and in all respects
         to the extent that it is so offset). X or an Affiliate of X, as
         appropriate, shall give notice to Y after any setoff and recoupment is
         effected under this paragraph (ii). For purposes of the foregoing, X
         and any Affiliate of X shall be entitled to convert any obligations
         denominated in one currency into another at such rates of exchange as
         it deems appropriate in good faith and in a commercially reasonable
         manner, and amounts may be set off and recouped irrespective of the
         currency, place of payment or booking office of any obligation to or
         from Y. If an obligation is unascertained, X or any Affiliate of X, as
         appropriate, may in good faith estimate that obligation and offset and
         recoup in respect of that estimate, subject to the relevant party's
         accounting to the other when the obligation is ascertained. All
         obligations of X and any Affiliate of X under this Agreement, any
         Specified Transaction with Y or in respect of any other matured,
         liquidated or terminated obligation to Y are subject to the condition
         precedent that Y shall have performed all of its obligations to X and
         any Affiliate of X under this Agreement, any Specified Transaction with
         X and in respect of any other matured, liquidated or terminated
         obligation of Y. Party A and Party B and their Affiliates intend that
         all Transactions and Specified Transactions be treated as mutual and
         part of a single, indivisible contractual and business relationship.

                                      S-5
<PAGE>   24
         (iii) If either party ("C"), its Credit Support Provider or any
         Affiliate of C has reasonable grounds for insecurity regarding a
         potential default under this Agreement or any Specified Transaction by
         the other party ("D"), any Credit Support Provider or any Affiliate of
         D, then C or any Affiliate of C may transfer its rights and obligations
         under this Agreement or any agreement for a Specified Transaction to
         any Affiliate of C or to C, and each of the parties hereto agrees to
         such transfer and to use its best efforts to obtain any required
         consents from its relevant Affiliate to any such transfer.

         (iv) Nothing in this Part 5(c) shall be effective to create a charge or
         other security interest. This Part 5(c) shall be without prejudice and
         in addition to any right of setoff, recoupment, combination of
         accounts, lien or other right to which any party or any of its
         Affiliates is at any time otherwise entitled (whether by operation of
         law, contract or otherwise).

(d)      CONFIRMATIONS. On or promptly following the Trade Date or other
         transaction date of each Transaction, Party A will send to Party B a
         Confirmation. Party B will promptly thereafter confirm the accuracy of
         (in the manner required by Section 9(e)), or request the correct of,
         such Confirmation (in the latter case, indicating how it believes the
         terms of such Confirmation should be correctly stated and such other
         terms which should be added to or deleted from such Confirmation to
         make it correct).

(e)      TELEPHONE CONVERSATIONS. Some or all of the telephone conversations
         between Party A and Party B may, in accordance with market practice, be
         taped without the use of a warning tone and retained by either party.
         Each party consents to such recording.

(f)      SECURITY. As collateral security for the prompt and complete payment
         and performance when due of the obligations of Party B hereunder, Party
         B hereby grants to Party A a continuing security interest in all of
         Party B's right, title and interest in the Trust Property (as defined
         in the Trust Agreement). Such security interest shall remain in full
         force and effect until Party A has received amounts due to it
         hereunder.

(g)      FURTHER ACKNOWLEDGMENTS. Each party agrees and acknowledges that:

         (i)      Each transfer of funds, securities or other property under
                  this Agreement or any Transaction hereunder constitutes a
                  transfer that may not be avoided under Sections 544, 545, 547,
                  548(a)(2) or 548(b) of Title 11 of the United States Code (the
                  "Bankruptcy Code").

         (ii)     The rights given to each party hereunder upon an Event of
                  Default by the other to cause the liquidation and termination
                  of this Agreement and each Transaction hereunder, and to
                  offset mutual debts and claims in connection therewith, may
                  not be stayed, limited or avoided under the Bankruptcy Code,
                  including, without limitation, Section 362, 365(c) or 105(a)
                  thereof.

(h)      NON-PETITION. Prior to the date that is one year and one day after all
         distributions in respect of the Certificates issued by the Trust have
         been made, Party A shall not take any action or institute any
         proceeding against the Trust under the Bankruptcy Code or any other
         liquidation, insolvency, bankruptcy, moratorium, reorganization or
         similar law ("Insolvency Law") applicable to the Trust, now or
         hereafter in effect, or which would be reasonably likely to cause the
         Trust to be subject to, or seek the protection of, any such Insolvency
         Law.

(i)      RATING AGENCY CONFIRMATION. No amendment to this Agreement shall take
         effect unless and until the "Rating Agencies Condition" specified in
         the Trust Agreement has been satisfied with respect to such amendment.

                                      S-6
<PAGE>   25
(j)      SEVERABILITY. If any term, provision, covenant or condition of this
         Agreement, or the application thereof to any party or circumstance, is
         held invalid or unenforceable (in whole or in part) for any reason, the
         remaining terms, provisions, covenants and conditions hereof shall
         continue in full force and effect as if this Agreement had been
         executed with the invalid or unenforceable portion eliminated, so long
         as this Agreement as so modified continues to express, without material
         change, the original intentions of the parties as to the subject matter
         of this Agreement and the deletion of such portion of this Agreement
         will not substantially impair the respective benefits or expectations
         of the parties to this Agreement; provided, however, that this
         severability provision shall not be applicable if any provision of
         Section 2, 5, 6 or 13 (or any definition or provision Section 14 to the
         extent that it relates to, or is used in or in connection with any such
         Section) shall be so held to be invalid or unenforceable.

                                      S-7
<PAGE>   26
         IN WITNESS WHEREOF, the parties have caused this Schedule to be
executed by their duly authorized officers as of the date hereof.

                                            -


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

                                            PUBLIC CREDIT AND REPACKAGED
                                            SECURITIES (SM)(PCARS)(SM) SERIES -


                                            By:  WELLS FARGO BANK MINNESOTA,
                                                 NATIONAL ASSOCIATION, as
                                                 Trustee


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

                                      S-8