<PAGE>   1
                                                                     Exhibit 4.1


       PUBLIC CREDIT AND REPACKAGED SECURITIES(SM) (PCARS)(SM) TRUSTS


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


                       STANDARD TERMS FOR TRUST AGREEMENTS

                Credit And Asset Repackaging Vehicle Corporation
                                  as Depositor

                                       and

                Wells Fargo Bank Minnesota, National Association
                                   as Trustee

                              Dated August -, 2001


--------------------------------------------------------------------------------
<PAGE>   2
   Certain Sections of these Standards Terms for Trust Agreements relating to
    Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                  Indenture Section
-----------                                                                  -----------------
<S>                                                                          <C>
Section 310(a)(1)...............................................................      10.06(a)
                                                                                      10.07(c)
       (a)(2)...................................................................      10.06(a)
       (a)(3)...................................................................      10.10(b)
       (a)(4)...................................................................Not applicable
       (a)(5)...................................................................      10.06(a)
       (b)......................................................................      10.06(b)
Section 311(a)..................................................................          6.05
       (b)......................................................................          6.05
Section 312(a)..................................................................Not applicable
       (b)......................................................................       4.05(b)
       (c)......................................................................       4.05(c)
Section 313(a)..................................................................       4.02(g)
       (b)......................................................................       4.02(g)
       (c)......................................................................       4.02(g)
                                                                                       6.04(c)
                                                                                       8.01(c)
       (d)......................................................................       4.02(f)
Section 314(a)(1)...............................................................       6.04(a)
         (a)(2).................................................................       6.04(b)
         (a)(3).................................................................       6.04(c)
         (a)(4).................................................................Not applicable
         (b)....................................................................Not applicable
         (c)....................................................................Not applicable
         (d)....................................................................Not applicable
         (e)....................................................................Not applicable
Section 315(a).....................................................................10.01(e)(i)
       (b)......................................................................       8.01(c)
       (c)......................................................................      10.01(c)
       (d)......................................................................     .10.01(e)
       (d)(2)...................................................................  10.01(e)(ii)
       (d)(3)...................................................................Not applicable
       (e)......................................................................Not applicable
Section 316(a)(1)...............................................................Not applicable
       (a)(1)(A)................................................................Not applicable
       (a)(1)(B)................................................................      12.01(c)
       (a)(2)...................................................................Not applicable
       (b)......................................................................Not applicable
       (c)......................................................................Not applicable
</TABLE>

                                        i
<PAGE>   3
<TABLE>
<S>                                                                                    <C>
Section 317(a)..................................................................       8.01(a)
       (b)......................................................................       5.10(a)
Section 318 ....................................................................         12.09
</TABLE>

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of any Trust Agreement.

                                       ii
<PAGE>   4
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----

<S>                        <C>                                                                  <C>
                                              ARTICLE I

                                      DEFINITIONS; CONSTRUCTION

Section 1.01.              Definitions.............................................................2

Section 1.02.              Rules of Construction..................................................13

Section 1.03.              Article and Section References.........................................14

Section 1.04.              References to Credit Support,
                           Swap Agreement and Call Right..........................................14

                                             ARTICLE II

                          DECLARATION OF TRUST; ENTRY INTO SWAP AGREEMENT;
                                      ISSUANCE OF CERTIFICATES

Section 2.01.              Creation and Declaration of Trust; Assignment of Securities............14

Section 2.02.              Swap Agreement, Swap Guarantee

                           and Underwriting Agreement.............................................15

Section 2.03.              Acceptance by Trustee..................................................15

Section 2.04.              Sale...................................................................15

Section 2.05.              Representations and Warranties of the Depositor........................16

Section 2.06.              Agreement to Execute, Authenticate

                           and Deliver Certificates...............................................17

Section 2.07.              Issuance of Additional Certificates....................................17

                                             ARTICLE III

                         TRUST POWERS; ADMINISTRATION OF THE TRUST PROPERTY

Section 3.01.              Trust Property.........................................................18

Section 3.02.              Administration of the Trust............................................19

Section 3.03.              Collection of Certain Payments.........................................20

Section 3.04.              Certificate Account....................................................20
</TABLE>

                                       iii
<PAGE>   5
<TABLE>
<S>                        <C>                                                                    <C>
Section 3.05.              Investment of Funds in the Accounts....................................22

Section 3.06.              Retained Interest......................................................22

Section 3.07.              Access to Certain Documentation........................................22

Section 3.08.              Merger or Consolidation of Trust;
                           Incurrence of Indebtedness.............................................23

                                             ARTICLE IV

                          DISTRIBUTIONS TO CERTIFICATEHOLDERS AND REPORTING

Section 4.01.              Distributions..........................................................23

Section 4.02.              Reports to Certificateholders..........................................23

Section 4.03.              Calculation of Interest Rates..........................................25

Section 4.04.              Compliance with Tax Reporting

                           and Withholding Requirements...........................................26

Section 4.05.              Preservation of Information,
                           Communications to Holders..............................................26

                                              ARTICLE V

                                          THE CERTIFICATES

Section 5.01.              The Certificates.......................................................26

Section 5.02.              Execution, Authentication and Delivery.................................28

Section 5.03.              Temporary Certificates.................................................28

Section 5.04.              Registration; Registration of Transfer and Exchange....................29

Section 5.05.              Mutilated, Destroyed, Lost and Stolen Certificates.....................30

Section 5.06.              Distributions in Respect of Certificates...............................31

Section 5.07.              Persons Deemed Owners..................................................32

Section 5.08.              Cancellation...........................................................32

Section 5.09.              Currency of Distributions in Respect

                           of Certificates; Redenomination........................................32

Section 5.10.              Appointment of Paying Agent............................................33

Section 5.11.              Authenticating Agent...................................................34

Section 5.12.              Issuance and Transfer Restrictions.....................................35

Section 5.13.              Callable Certificates..................................................39
</TABLE>

                                       iv
<PAGE>   6
                                             ARTICLE VI

                                            THE DEPOSITOR

<TABLE>
<S>                        <C>                                                                    <C>
Section 6.01.              Liability of the Depositor.............................................40

Section 6.02.              Limitation on Liability of the Depositor...............................40

Section 6.03.              Depositor May Purchase Certificates....................................41

Section 6.04.              Preparation and Filing of Exchange

                           Act Reports; Obligations of the Depositor..............................41

Section 6.05.              Preferential Collection of Claims Against Depositor....................42

                                             ARTICLE VII

                                    RIGHTS OF CERTIFICATEHOLDERS

Section 7.01.              Voting Rights with Respect to Securities...............................42

Section 7.02.              Amendments and Waivers Under

                           Swap Agreement and Swap Guarantee......................................43

                                            ARTICLE VIII

                       DEFAULT ON SECURITIES, CREDIT SUPPORT, SWAP AGREEMENT,
                               SWAP GUARANTEE OR PERMITTED INVESTMENTS

Section 8.01.              Realization Upon Default...............................................44

                                             ARTICLE IX

                                  WIND-UP AND LIQUIDATION OF TRUST

Section 9.01.              Trust Wind-Up Events...................................................44

Section 9.02.              Liquidation Events; Partial Security Redemption........................45

Section 9.03.              Trust Property Made Available..........................................46

Section 9.04.              Limitation on Notice Requirement.......................................48

Section 9.05.              Excess Expense Event...................................................48
</TABLE>

                                        v
<PAGE>   7
                                              ARTICLE X

                                       CONCERNING THE TRUSTEE

<TABLE>
<S>                        <C>                                                                    <C>
Section 10.01.             Duties of Trustee......................................................49

Section 10.02.             Certain Matters Affecting the Trustee..................................50

Section 10.03.             Limitation on Liability of Trustee.....................................51

Section 10.04.             Trustee May Own Certificates...........................................52

Section 10.05.             Trustee Fees and Expenses; Limited Indemnification.....................52

Section 10.06.             Eligibility Requirements for Trustee...................................53

Section 10.07.             Resignation or Removal of the Trustee..................................53

Section 10.08.             Successor Trustee......................................................54

Section 10.09.             Merger or Consolidation of Trustee.....................................55

Section 10.10.             Appointment of Co-Trustee..............................................55

Section 10.11.             Representations and Warranties of Trustee..............................56

Section 10.12.             Non-Petition...........................................................58

                                             ARTICLE XI

                                             TERMINATION

Section 11.01.             Termination of the Trust...............................................58

                                             ARTICLE XII

                                         MISCELLANEOUS TERMS

Section 12.01.             Amendment of Trust Agreement...........................................59

Section 12.02.             Counterparts...........................................................60

Section 12.03.             Limitation on Rights of Certificateholders.............................60

Section 12.04.             Governing Law..........................................................60

Section 12.05.             Notices................................................................61

Section 12.06.             Severability of Terms..................................................61

Section 12.07.             Perfection of Swap Counterparty Security Interest......................61

Section 12.08.             No Recourse............................................................61

Section 12.09.             Conflict With Trust Indenture Act......................................62
</TABLE>

                                       vi
<PAGE>   8
EXHIBIT A                  Form of Trust Agreement and Terms Schedule

EXHIBIT B                  Form of Certificate


                                       vii
<PAGE>   9
       PUBLIC CREDIT AND REPACKAGED SECURITIES(SM) (PCARS)(SM) TRUSTS


                               STANDARD TERMS FOR
                                TRUST AGREEMENTS


      These Standard Terms for Trust Agreements, dated August -, 2001 (these
"Standard Terms"), may be incorporated by reference in one or more trust
agreements (each, a "Trust Terms Agreement") relating to a particular series of
Public Credit and Repackaged Securities(SM) (PCARS)(SM) Trust Certificates
described in the Prospectus dated August -, 2001 and the applicable Prospectus
Supplement. Each Trust Terms Agreement may be in the form of Exhibit A hereto or
such other form as Credit And Asset Repackaging Vehicle Corporation, as
depositor (the "Depositor"), and Wells Fargo Bank Minnesota, National
Association, as trustee (the "Trustee"), may approve, such approval to be
evidenced by their execution of such Trust Agreement. Incorporation by reference
of these Standard Terms into a Trust Terms Agreement is for convenience only to
avoid the necessity of physically including these Standard Terms in such Trust
Terms Agreement, and each trust created by a Trust Terms Agreement shall be a
legally separate and distinct trust from any other trust created by a Trust
Terms Agreement into which these Standard Terms may also be incorporated by
reference. These Standard Terms shall by themselves be of no force and effect,
and shall only have effect as and to the extent incorporated by reference into a
Trust Terms Agreement. Execution hereof by the Trustee and the Depositor is for
purposes of identification only and the absence of such execution shall not
affect the validity of any Trust Agreement or these Standard Terms to the extent
incorporated therein. Each Trust Terms Agreement into which these Standard Terms
are incorporated by reference, including the Terms Schedule attached thereto and
made a part thereof and these Standard Terms so incorporated by reference
therein, as amended, modified or supplemented from time to time, shall together
constitute a single trust agreement and are referred to herein as the "Trust
Agreement". In the event of a conflict between any Trust Terms Agreement,
including the Terms Schedule attached thereto, and these Standard Terms, the
Trust Terms Agreement the Terms Schedule shall control.
<PAGE>   10
                                    Article I
                            Definitions; Construction

      Section 1.01.  Definitions

      Except as otherwise specified herein or as the context may otherwise
require, the following terms have the respective meanings set forth below for
all purposes of these Standard Terms:

      "Affected Securities".  With respect to any Liquidation Event,
the Securities affected by a Security Default or the Disqualified
Securities, as the case may be.

      "Affected Swap Party".  As defined in the Swap Agreement.

      "Affected Swap Transaction".  As defined in the Swap Agreement.

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

      "Alternative ERISA Restrictions".  The restrictions on transfer
of Certificates set forth in Section 5.12(c)(i).

      "Authenticating Agent".  As defined in Section 5.11.

      "Available Funds". With respect to any Distribution Date, the sum of (i)
any amounts received by the Trustee on or with respect to the Securities or
other Trust Property, plus (ii) any investment income from Permitted
Investments, plus (iii) any Swap Amounts paid to the Trustee by the Swap
Counterparty pursuant to the Swap Agreement, or by any Swap Guarantor pursuant
to any Swap Guarantee, minus (iv) any amounts paid or payable to the Swap
Counterparty by the Trustee pursuant to the Swap Agreement (except for any such
amounts expressly subordinated in right of payment pursuant to Part 1(g) of the
Schedule included in the Swap Agreement), minus (v) any amounts reimbursable to
the Trustee pursuant to Section 10.05(b) or, to the extent expressly agreed by
the Certificateholders, (c). To the extent that the amount constituting such sum
is on deposit in the Certificate Account and available for distribution on such
Distribution Date.

      "Bearer Certificate".  Any Certificate (with or without coupons),
title of which passes by delivery only, but exclusive of any coupons.

      "Benefit Plan".  As defined in Section 5.12(c)(i).


                                       2
<PAGE>   11
      "Book-Entry Certificate".  A Certificate represented by a Global
Certificate.

      "Business Day". Unless otherwise specified in the Terms Schedule, any day,
other than a Saturday or Sunday, that is (i) not a day on which banking
institutions are authorized or required by law or regulation to be closed in (A)
The City of New York or in the city where the Corporate Trust Office is located
or (B) if the Specified Currency is other than Dollars, the financial center of
the country issuing the Specified Currency and (ii) if the Interest Rate is
based on the London Interbank Borrowing Rate, a day on which dealings in
deposits in the Specified Currency are transacted in the London interbank
market.

      "Calculation Agent".  As specified in the Terms Schedule, if so
specified.

      "Call Date".  As defined in Section 5.13(a)(iv).

      "Call Price".  As defined in Section 5.13(a)(v).

      "Call Right".  As defined in Section 5.13(a).

      "Callable Series".  A Series so designated in the Terms Schedule
providing for a Call Right with respect to the Certificates of such
Series.

      "Certificate Account".  As defined in Section 3.04.

      "Certificate Document".  A certificate in the form attached as
Exhibit B, evidencing a Certificate.

      "Certificate of Non-U.S. Beneficial Ownership".  As defined in
Section 5.12(b)(iii).

      "Certificate Register" and "Certificate Registrar".  As defined
in Section 5.04.

      "Certificateholder". In the case of a Registered Certificate, the Person
in whose name such Certificate is registered in the Certificate Register on the
applicable Record Date, and in the case of a Bearer Certificate, the bearer of
such Certificate.

      "Certificates".  The securities authorized by, and authenticated
and delivered under, the Trust Agreement and evidenced by one or more
Certificate Documents.

      "Class".  A separately denominated class of Certificates of any
Series, entitled to specified rights with respect to the Trust Property.

      "Clearstream". Clearstream Banking operated by Clearstream
International.

      "Closing Date".  As specified in the Terms Schedule.


                                       3
<PAGE>   12
      "Code".  The Internal Revenue Code of 1986, as amended, and
Treasury Regulations promulgated thereunder.

      "Commission".  The Securities and Exchange Commission, or any
successor agency.

      "Concentrated Security".  Any Security that on the Closing Date
constitutes 10% or more of the Securities held by the Trust.

      "Corporate Trust Office". The Trustee's offices at 213 Court Street, Suite
902, Middletown, CT 06457, or such other address as the Trustee may designate
from time to time by notice to the Certificateholders, the Depositor, the Swap
Counterparty and the Swap Guarantor.

      "Credit Support". With respect to any Series (or any Class within such
Series), any combination of insurance policies, letters of credit, reserve
accounts and other types of rights or assets designed to support or ensure the
servicing and distribution of amounts due under the Certificates, which in each
case is specified as such in the Terms Schedule.

      "Credit Support Default".  As specified in the Terms Schedule.

      "Credit Support Provider". With respect to any Series (or any Class within
such Series), the bank issuing a letter of credit or the financial guarantor or
surety company issuing a financial guaranty or surety bond that serves as Credit
Support.

      "Currency".  Dollars or Foreign Currency.

      "Cut-Off Date".  As defined in the Terms Schedule.

      "Definitive Registered Certificate".  A Registered Certificate in
definitive, certificated form without coupons attached.

      "Depositary".  DTC or, if specified in the Terms Schedule,
Euroclear or Clearstream or any other depositary.

      "Depositor".  As defined in the preamble hereto, including any
successors and permitted assigns.

      "Disqualified Security". Any (i) Concentrated Security the issuer of which
ceases to be an Eligible Issuer and (ii) any Security other than a Concentrated
Security the issuer of which ceases to be an Eligible Issuer or a Reporting
Issuer, in each case of clauses (i) and (ii) unless any additional means of
providing current information regarding such Security Issuer is described in the
Terms Schedule and available.

      "Distribution Date".  As specified in the Terms Schedule.


                                       4
<PAGE>   13
      "Dollar", "$" or "USD". Such currency of the United States as at the time
of payment is legal tender for the payment of public and private debts.

      "DTC". The Depository Trust Company, a limited purpose trust company
organized under the laws of the State of New York, including any successors and
assigns.

      "Early Swap Termination Date".  The "Early Termination Date" as
defined in the Swap Agreement.

      "Eligible Account". A non-interest bearing account, held in the United
States, in the name of the Trustee for the benefit of the Certificateholders,
that is either (i) a segregated account maintained with a Federal or State
chartered depository institution or trust company the short-term and long-term
unsecured debt obligations of which (or, in the case of a depository institution
or trust company that is the principal subsidiary of a holding company, the
short-term and long-term unsecured debt obligations of which) are rated P-1 and
Aaa by Moody's, or A-1+ and AAA by S&P at the time any amounts are held on
deposit therein, including when such amounts are initially deposited therein, or
(ii) a segregated trust account maintained as a segregated account and held by
the Trustee at its Corporate Trust Office in trust for the benefit of the
Certificateholders.

      "Eligible Issuer". Any corporation, limited partnership, trust, limited
liability company or other organization, banking organization or insurance
company, in each case which (i) is eligible to register and offer securities
under paragraph I.B.1 of the General Instructions to Form S-3 under the
Securities Act, (ii) has (or is a direct or indirect subsidiary of a
corporation, limited partnership, trust, limited liability company or other
organization, banking organization or insurance company, in each case which has)
common equity securities registered under Section 12 of the Exchange Act and
(iii) is subject to the reporting requirements of the Exchange Act and which, in
accordance therewith, files reports and other information with the Commission
(or another applicable agency pursuant to Section 12(i) of the Exchange Act).
For all purposes under the Trust Agreement, a Person which is fully guaranteed
by a guarantor that is an Eligible Issuer shall be considered an Eligible
Issuer.

      "ERISA".  The Employee Retirement Income Security Act of 1974, as
amended, including any successor statute.

      "ERISA Plan".  As defined in Section 5.12(c)(iii)(A).

      "Euroclear". The Euroclear System operated by Euroclear Bank
S.A./N.V.

      "Excess Expense Event".  As defined in Section 9.05(a).

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

      "Exchange Rate Agent".  Unless otherwise specified in the Terms
Schedule, Goldman Sachs or any Affiliate or agent of Goldman Sachs
designated by it.


                                       5
<PAGE>   14
      "Executive Officer". With respect to any corporation, the Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer or any
Assistant Treasurer thereof; with respect to any partnership, any general
partner thereof.

      "Extraordinary Trust Expense".  As defined in Section 10.05(b).

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

      "Global Certificate".  A Certificate in global form issued to the
Depositary and (in the case of a Registered Certificate) registered in
the name of the Depositary or its nominee.

      "Goldman Sachs".  Goldman, Sachs & Co., including any successors
and permitted assigns.

      "Initial Security Accrual Period".  The period from and including
the Closing Date to but excluding the next Security Payment Date.

      "Initial Swap Rate Accrual Period".  The period from and
including the Closing Date to but excluding the next Swap Payment Date.

      "Interest Rate".  The interest rate applicable to the
Certificates as determined in accordance with Section 4.03, including,
if applicable, by reference to the Terms Schedule.

      "Investment Company Act".  The Investment Company Act of 1940, as
amended.

      "Liquidation Event".  Any of the events described in Section
9.02(a).

      "Maximum Reimbursable Amount".  As specified in the Terms
Schedule (or any other amount specified by the party agreeing to
indemnify the Trustee).

      "Moody's".  Moody's Investors Service Inc., including any
successor rating agency.

      "Notional Amount". The notional amount specified in the Terms Schedule
with respect to any Class of Certificates, with respect to which distributions
of interest or other distributions are determined but which does not represent a
Principal Balance.

      "Officers' Certificate". The certificate signed by any one (or, if
specified in the Trust Agreement, more than one) Executive Officer of the
applicable Person, and delivered to the Trustee.


                                       6
<PAGE>   15
      "Opinion of Counsel". A written opinion of counsel, who may, except as
otherwise expressly provided in the Trust Terms Agreement, be counsel for the
Depositor, acceptable to the Trustee.

      "Outstanding".  As of any date of determination, all Certificates
theretofore authenticated and delivered under the Trust Agreement,
except for:

      (i)   Certificates theretofore canceled by the Certificate
            Registrar or delivered to the Trustee for cancellation;

      (ii)  Certificates for whose payment or redemption money in the necessary
            amount has been deposited with the Trustee or any Paying Agent
            (other than the Depositor) in trust, or set aside and segregated in
            trust by the Depositor (if the Depositor is acting as its own Paying
            Agent), for the holders of such Certificates, provided, if such
            Certificates are to be redeemed, notice of such redemption has been
            duly given pursuant to the Trust Agreement or provision therefore
            satisfactory to the Trustee has been made; and

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

      "Paying Agent".  As defined in Section 5.10.

      "Permitted Investments". All investments made by the Trustee pursuant to
Section 3.05 in any one or more of the following; provided that the total return
specified by the terms of each such obligation or security shall be at least
equal to the purchase price thereof; provided, further, that each such
obligation shall be denominated in the same currency as the Securities or the
payments due to the Trust under the Swap Agreement; provided, further, that each
such obligation or security shall be held in the name of the Trustee on behalf
of the Trust; provided, further, that at no time shall the total number of
obligors under all such obligations or securities exceed nine:

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


                                       7
<PAGE>   16
            of acquisition of at least P-1 or Aaa by Moody's and A-1+ or AAA by
            S&P;

      (ii)  demand and time deposits in, certificates of deposit of, or bankers'
            acceptances issued by, any depository institution or trust company
            (including the Trustee or any agent of the Trustee acting in their
            respective commercial capacities) incorporated under the laws of the
            United States or any State thereof and subject to supervision and
            examination by Federal or State banking authorities so long as the
            commercial paper or the short-term debt obligations of such
            depository institution or trust company, at the time and during the
            course of such investment or contractual commitment providing for
            such investment, have a credit rating at the time of acquisition of
            at least P-1 or Aaa by Moody's and A-l+ or AAA by S&P (or, in the
            case of a depository institution which is the principal subsidiary
            of a holding company, the commercial paper or other short-term debt
            obligations of such holding company have a credit rating at the time
            of acquisition of at least P-1 or Aaa by Moody's and A-1+ or AAA by
            S&P);

      (iii) commercial paper having a maturity of not more than 180 days and
            having, at the time and during the course of such investment, a
            credit rating at the time of acquisition of at least P-1 by Moody's
            and A-1+ by S&P;

      (iv)  repurchase agreements with respect to (A) any security described in
            clause (i) above or (B) any other security issued or guaranteed by
            an agency or instrumentality of the United States with an entity
            having a credit rating at the time of acquisition of at least P-1 or
            Aaa by Moody's and A-1+ or AAA by S&P. Copies of any repurchase
            agreement entered into by the Trustee on behalf of the Trust shall
            be delivered to the Rating Agencies; and

      (v)   money market funds having a credit rating at the time of acquisition
            of at least Aaa by Moody's and AAA by S&P, including any funds for
            which the Trustee or any of its Affiliates serves as an investment
            advisor, administrator, shareholder servicing agent, custodian or
            subcustodian, in each case the sole assets of which consist of U.S.
            Treasury securities.

In no event shall a Permitted Investment at any time constitute (x) a swap
agreement, as defined in the United States Bankruptcy Code, 11 U.S.C. Section
101 et seq., (y) an interest-only or principal-only security or (z) a liability
of the Trust in excess of the principal amount invested by the Trustee.
Permitted Investments shall include, without limitation, any investments with
respect to which the Trustee or an Affiliate of the Trustee provides services.


                                       8
<PAGE>   17
      "Person". Any individual, corporation, partnership, joint venture,
association, joint stock company, trust (including any beneficiary thereof),
unincorporated organization or government or any agency or political subdivision
thereof.

      "Predecessor Certificate". With respect to any particular Certificate,
each previous Certificate evidencing all or a portion of the same interest as
that evidenced by such Certificate; provided that, for purposes of this
definition, any Certificate authenticated and delivered under Section 5.05 in
lieu of a lost, destroyed or stolen Certificate shall be deemed to evidence the
same interest as such lost, destroyed or stolen Certificate.

      "Principal Balance". With respect to all Certificates that are Outstanding
at any time, the maximum amount that the holders thereof are entitled to receive
as distributions allocable to principal payments on the Securities.

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

      "Rating Agencies".  As specified in the Terms Schedule.

      "Rating Agency Condition". With respect to a particular action, event or
occurrence, the receipt by the Trustee of a prior written notice from the Rating
Agency to the effect that such action, event or occurrence would not result in a
reduction or withdrawal of the then current rating of the Certificates.

      "Record Date".  As specified in the Terms Schedule.

      "Registered Certificate".  Any Certificate in registered form the
ownership of which is evidenced by the Certificate Register.

      "Reporting Issuer". Either an Eligible Issuer or a domestic corporation,
limited partnership, trust, limited liability company or other domestic
organization, domestic banking organization or domestic insurance company which
is subject to the information requirements of the Exchange Act and which, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (or another applicable agency pursuant to Section 12(i)
of the Exchange Act). For all purposes under the Trust Agreement, a Person which
is fully guaranteed by a guarantor that is a Reporting Issuer shall be
considered a Reporting Issuer.

      "Responsible Officer". With respect to the Trustee, any officer within its
Corporate Trust Office, including any Vice President, Assistant Vice President,
Secretary, Assistant Secretary and (i) any other officer of the Trustee
customarily performing functions similar to those performed by any of the
aforementioned officers and (ii) any other officer of the Trustee to whom a
particular matter is referred because of such officer's knowledge of and
familiarity with the particular subject. The foregoing definition shall apply
mutatis mutandis with respect to the Certificate Registrar.


                                       9
<PAGE>   18
      "Retained Interest". With respect to any Security or other Trust Property,
any ownership interest therein and any right to a portion of the payments
thereon, as specified in the Terms Schedule, held by a Person other than a
Certificateholder, as specified in the Terms Schedule.

      "S&P".  Standard & Poor's, a division of the McGraw-Hill
Companies Inc., including any successor rating agency.

      "Scheduled Final Distribution Date".  As specified in the Terms
Schedule.

      "Securities". As specified in the Terms Schedule. In the event that the
Depositor transfers more than one series (or more than one class of the same
series) of Securities to the Trust, "Securities" shall mean each such series or
class specified in the Terms Schedule.

      "Securities Act".  The Securities Act of 1933, as amended.

      "Security Accrual Period". The Initial Security Accrual Period and each
period from and including a Security Payment Date to but excluding the next
succeeding Security Payment Date.

      "Security Default". Unless otherwise specified in the Terms Schedule, (i)
the payment of the principal of and accrued interest on the Securities following
an acceleration of the maturity of the Securities as a result of any event of
default under the Securities or the Security Issuance Agreement, whether by
declaration of the holders thereof or the Security Trustee or otherwise, (ii)
the failure to pay an installment of principal of, or any amount of interest due
on, the Securities (or other securities of the Security Issuer that rank senior
to, or pari passu with, the Securities) on the due date, after the expiration of
any applicable cure period or (iii) the occurrence of any event of default
relating to bankruptcy or insolvency of the Security Issuer under the Securities
or the Security Issuance Agreement.

      "Security Issuance Agreement".  The indenture, fiscal agency
agreement or other agreement under which the Securities were issued.

      "Security Issuer". As specified in the Terms Schedule. In the event that
the Depositor transfers more than one series (or more than one class of the same
series) of Securities to the Trust, "Security Issuer" shall mean the issuer of
each such series or class specified in the Terms Schedule.

      "Security Payment Date".  As specified in the Terms Schedule.

      "Security Redemption".  The consummation of any redemption of,
tender for other similar transaction with respect to all or part of the
Securities.

      "Security Rate".  As specified in the Terms Schedule.


                                       10
<PAGE>   19
      "Security Trustee".  As specified in the Terms Schedule.

      "Selling Agent".  Unless otherwise specified in the Terms
Schedule, Goldman Sachs or any Affiliate of Goldman Sachs designated by
it.

      "Series".  All of the Certificates issued by the Trust.

      "Specified Currency".  Unless otherwise specified in the Terms
Schedule, Dollars.

      "Standard Terms".  As defined in the preamble hereto.

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

      "Successor Certificate".  As defined in Section 11.02.

      "Swap Agreement". The ISDA Master Agreement (including the Schedule
thereto, the Confirmation or Confirmations thereunder and any Credit Support
Annex forming a part thereof), if any, to which the Trust is a party, as
specified in the Terms Schedule. In the event that the Trust enters into more
than one ISDA Master Agreement, "Swap Agreement" shall mean each such ISDA
Master Agreement specified in the Terms Schedule.

      "Swap Amount". With respect to each Swap Payment Date, an amount, payable
by, or on behalf of, the Swap Counterparty, equal to the accrued interest or
other payment obligation calculated with reference to the Swap Notional Amount
for the immediately preceding Swap Rate Accrual Period at the Swap Rate.

      "Swap Calculation Agent".  The "Calculation Agent" as defined in
the Swap Agreement.

      "Swap Counterparty". The Person identified in the Terms Schedule as the
counterparty of the Trust under the Swap Agreement, including any successors and
permitted assignees. In the event that the Trust enters into more than one Swap
Agreement, "Swap Counterparty" shall mean each counterparty of the Trust
specified in the Terms Schedule.

      "Swap Default".  Any "Event of Default" as defined in the Swap
Agreement.

      "Swap Guarantee".  The guarantee (if any) specified in the Terms
Schedule of the obligations of the Swap Counterparty under the Swap
Agreement.

      "Swap Guarantor".  The guarantor (if any) who issues, and is
specified in, the Swap Guarantee, including any successors and
permitted assigns.

      "Swap Notional Amount".  As specified in the Terms Schedule.


                                       11
<PAGE>   20
      "Swap Payment Date".  As specified in the Terms Schedule.

      "Swap Rate".  As specified in the Terms Schedule.

      "Swap Rate Accrual Period". The Initial Swap Rate Accrual Period and each
period from and including a Swap Payment Date to but excluding the next
succeeding Swap Payment Date.

      "Swap Termination Event".  Any "Termination Event" as defined in
the Swap Agreement.

      "Swap Termination Payment". Any amounts payable under the Swap Agreement
in accordance with its terms, whether to or by the Trust, as the case may be, as
a result of an early termination of one or more Swap Transactions.

      "Swap Transaction".  Any "Transaction" as defined in the Swap
Agreement.

      "Terms Schedule". The schedule or schedules (which may be in the form of
"Schedule I - Trust Property and Certificates", "Schedule II - Trust Property"
and "Schedule III - Swap Agreement", attached to Exhibit A hereto) which
contains information with respect to the terms of the Certificates, as well as
the Securities, the Swap Agreement and any other Trust Property.

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

      "Trigger Amount".  As specified in the Terms Schedule.

      "Trust".  The trust created by the Trust Agreement.

      "Trust Agreement".  As defined in the preamble hereto.

      "Trust Property".  As defined in Section 3.01(a).

      "Trust Terms Agreement".  As defined in the preamble hereto.

      "Trust Wind-Up Event".  As defined in Section 9.01.

      "Trustee".  As defined in the preamble hereto, including any
successor trustee or co-trustee appointed in accordance with the Trust
Agreement.

      "Trustee Fee Letter". A letter agreement between the Trustee and the
Depositor dated on or before the Closing Date setting forth the fees and
expenses of the Trust and the Trustee which are subject to reimbursement by the
Depositor.

      "Trustee Fees".  The amount or amounts set forth in the Trustee
Fee Letter.


                                       12
<PAGE>   21
      "UCC". The Uniform Commercial Code as in effect from time to time in the
relevant jurisdiction or, with respect to the State of Louisiana, the equivalent
body of statutory and common law.

      "Underwriter".  Each Person acting as underwriter, dealer,
placement agent or in any similar capacity in connection with the
distribution of the Certificates.

      "Underwriting Agreement".  The agreement between the Underwriter
or Underwriters and the Depositor relating to the distribution of the
Certificates.

      "United States" or "U.S.". The United States of America (including the
several States and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction.

      "U.S. Person".  A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision
thereof, an estate the income of which is subject to U.S. federal
income taxation regardless of its source or a trust if (i) a U.S. court
is able to exercise primary supervision over the trust's administration
and (ii) one or more U.S. persons have the authority to control all of
the trust's substantial decisions.

      Certain additional defined terms have the meanings assigned thereto in
other provisions hereof.

      Section 1.02.  Rules of Construction

      Unless the context otherwise requires:

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

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

            (iii)       "or" is not exclusive;

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

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

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


                                       13
<PAGE>   22
      Section 1.03.  Article and Section References.

      All Article and Section references used in these Standard Terms, unless
otherwise provided, are to Articles and Sections of these Standard Terms. Any
reference to "this Section" appearing within a particular paragraph of a Section
is a reference to such Section as a whole.

      Section 1.04.  References to Credit Support, Swap Agreement and
Call Right

      If the Terms Schedule does not specify any Credit Support or Swap
Agreement, all references herein to the "Credit Support" or the "Swap
Agreement", as the case may be, including in each case all related terms and
provisions, shall be deemed to be deleted. In the case of any Series that is not
designated as a "Callable Series" in the Terms Schedule, all references herein
to the "Call Right", including all related terms and provisions, shall be deemed
to be deleted.

                                   Article II

                Declaration of Trust; Entry into Swap Agreement;
                            Issuance of Certificates

      Section 2.01.  Creation and Declaration of Trust; Assignment of
Securities

      (a) The Depositor, concurrently with the execution and delivery of the
Trust Agreement, shall transfer to the Trustee, on behalf and for the benefit of
the Certificateholders and without recourse, all the right, title and interest
of the Depositor, in, to and under (i) the Securities, (ii) the Certificate
Account, including all income from the investment of funds on deposit therein,
(iii) all payments on or under and all proceeds of any of the foregoing
(including all proceeds of the conversion thereof, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
insurance proceeds, condemnation awards, causes of action, rights to payment of
any and every kind and other forms of obligations, receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing) and (iv) all other assets included or to
be included in the Trust Property, in each case of clauses (i) through (iv)
except for any Retained Interest. The transfer of the Securities in accordance
with the immediately preceding sentence shall include all rights, powers and
options of the Depositor thereunder, including the first priority and continuing
right to claim for, collect, receive and give receipt for principal, premium, if
any, and interest payments in respect of the Securities and all other moneys
payable thereunder, to give and receive notices and other communications, to
make waivers or other agreements, to exercise all rights and options, to bring
Proceedings and generally to do and receive anything that the Depositor is or
may be entitled to do or receive thereunder or with respect thereto.


                                       14
<PAGE>   23
      (b) In connection with the transfer of the Securities referred to in
paragraph (a) above, the Depositor shall, not later than the Closing Date, (i)
deposit the Securities with the Trustee by physical delivery of such Securities,
duly endorsed, to the Trustee or cause the Securities to be registered by
book-entry in the name of the Trustee (provided that the book-entry depositary
shall be an agency of the United States, DTC or another book-entry institution
acceptable to the Depositor) and (ii) deliver or cause to be delivered to the
Trustee all documents necessary to transfer the Securities to the Trustee.

      Section 2.02. Swap Agreement, Swap Guarantee and Underwriting
Agreement

      Concurrently with the execution of the Trust Agreement, (i) the Trust
shall (A) execute and deliver the Swap Agreement and (B) accept any Swap
Guarantee and (ii) the Depositor shall enter into the Underwriting Agreement
with the Underwriter or Underwriters. It shall be a condition to the
effectiveness of the Trust Agreement that the Swap Agreement be effective as of
the date of the Trust Agreement. The Trustee shall, on behalf of the Trust,
perform the obligations of the Trust under the Swap Agreement in accordance with
its terms and shall make demands under any Swap Guarantee immediately upon
obtaining notice of any payment default by the Swap Counterparty under the Swap
Agreement. The Trustee and the Depositor agree, and each Certificateholder by
acquiring Certificates shall be deemed to agree, that the Swap Agreement does
not represent an ownership interest in the Trust or its assets and that none of
them shall treat the Swap Agreement as an ownership interest in the Trust for
any purpose. Except as expressly set forth in the Trust Agreement and in the
Swap Agreement, the receipt by the Trustee of the Securities and the execution
by the Trustee of the Swap Agreement shall not constitute, and is not intended
to result in, an assumption by the Trustee or any Certificateholder of any
obligation of the Security Issuer or the Swap Counterparty or any other Person
in connection with the Securities or the Swap Agreement or under any agreements
or instruments relating to any of them.

      Section 2.03.  Acceptance by Trustee

      The Trustee shall acknowledge receipt by it of (i) the Securities and the
related documents referred to in Section 2.01, (ii) the Swap Agreement, (ii) any
Swap Guarantee and (iv) the documents specified in the Swap Agreement (in Part 3
of the Schedule to the ISDA Master Agreement), and declare that it will hold
such assets and all other assets comprising the Trust Property in trust, for the
exclusive use and benefit of all present and future Certificateholders and for
the purposes and subject to the terms and conditions set forth in the Trust
Agreement.

      Section 2.04.  Sale

      The parties agree and intend that the transfer of Securities, the Swap
Agreement and all proceeds of any of the foregoing pursuant to this Article II
shall be treated as a sale and purchase by the Trust and not a loan or a pledge
to secure a loan. If for any reason and for any purpose whatsoever such transfer
is deemed to be a loan or a pledge to


                                       15
<PAGE>   24
secure a loan, the parties intend that the Trust Agreement shall be a security
agreement pursuant to which there shall be deemed to have been granted by the
Depositor to the Trustee, for the benefit of the Certificateholders, a security
interest in all of the Depositor's right, title and interest in the Securities,
the Swap Agreement and all proceeds of any of the foregoing, subject to a prior
security interest in favor of the Swap Counterparty pursuant to the Swap
Agreement and to any obligation of the Trust to pay Extraordinary Trust Expenses
pursuant to Section 10.05(c). If the Trust terminates prior to the satisfaction
of the claims of any Certificateholder under any Certificate, the security
interest created hereby shall continue in full force and effect and the Trustee
shall be deemed to be the collateral agent for the benefit of such
Certificateholder, subject to the prior security interest of the Swap
Counterparty under the Swap Agreement and to any obligation of the Trust to pay
Extraordinary Trust Expenses pursuant to Section 10.05(c).

      Section 2.05.  Representations and Warranties of the Depositor

      (a) The Depositor represents and warrants to the Trustee that, as of the
Closing Date or as of such other date specified in the Trust Agreement:

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

            (ii) to the Depositor's knowledge after due inquiry, the Depositor
         has full power and authority to enter into and consummate all
         transactions contemplated by the Trust Agreement, has duly authorized
         the execution, delivery and performance of the Trust Agreement and has
         duly executed and delivered the Trust Agreement. The Trust Agreement,
         upon its execution and delivery thereof by the Depositor and assuming
         the due authorization, execution and delivery thereof by the Trustee,
         will constitute a valid, legal and binding obligation of the Depositor,
         enforceable against it in accordance with the terms thereof, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         or similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles;

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

            (iv) to the Depositor's knowledge after due inquiry, the Depositor
         is not in violation, and the execution and delivery of the Trust
         Agreement by the Depositor and its performance and compliance with the
         terms thereof will not constitute a violation, of any order or decree
         of any court or any order or


                                       16
<PAGE>   25
         regulation of any Federal, State, municipal or governmental agency
         having jurisdiction over the Depositor or its properties, which
         violation would reasonably be expected to have a material and adverse
         effect on the duties and obligations of the Depositor under the Trust
         Agreement; and

            (v) to the Depositor's knowledge after due inquiry, there are no
         liens or encumbrances on the Securities immediately prior to the time
         of transfer, except those created by the Trust Agreement.

      It is understood and agreed that the representations and warranties of the
Depositor in this paragraph (a) shall survive delivery of the respective
documents to the Trustee and shall inure to the benefit of the Trustee on behalf
of the Certificateholders notwithstanding any restrictive or qualified
endorsement or assignment.

      (b) Upon discovery or receipt of notice by the Depositor that any
representations and warranties of the Depositor in paragraph (a) above is
inaccurate in any material respect, the Depositor shall (i) promptly notify the
Trustee thereof and (ii) if such inaccuracy, or the facts or circumstances to
which such inaccuracy relates, materially and adversely affects or affect the
rights of the Certificateholders to receive distributions under the Trust
Agreement when due and payable, promptly notify the Rating Agencies thereof. The
Depositor shall take such steps as may be required to ensure that the relevant
representation and warranty becomes accurate in all material respects within two
Business Days from the earlier of discovery or receipt of notice by it of such
inaccuracy.

      Section 2.06.  Agreement to Execute, Authenticate and Deliver
Certificates

      The Trustee shall, concurrently with the transfer to and receipt by it of
the Securities and any Swap Guarantee and delivery to it by the Depositor of the
executed Trust Agreement and by the Swap Counterparty of the executed Swap
Agreement, and in exchange therefor, cause to be executed, authenticated and
delivered to or upon the order of the Depositor, Certificates duly executed and
authenticated by or on behalf of the Trustee in authorized denominations
evidencing ownership of the entire Trust Property, all in accordance with
Section 5.02.

      Section 2.07.     Issuance of Additional Certificates.

      (a) If the Terms Schedule specifies that "Issuance of Additional
Certificates" applies, the Depositor may at any time, subject to paragraph (b)
below and upon no less than five days' prior notice to the Trustee, deposit
additional Securities into the Trust. In exchange for such additional
Securities, the Depositor shall receive additional Certificates of the relevant
Class in an aggregate principal or notional amount equal to the product of (i)
the Principal Balance (or Notional Amount, as applicable) of such Class as of
the Closing Date multiplied by (ii) the ratio of (A) the aggregate principal
amount of additional Securities then deposited into the Trust to (B) the
aggregate principal amount of Securities deposited into the Trust on the Closing
Date; provided that the aggregate


                                       17
<PAGE>   26
principal or notional amount of any such additional issuance of Certificates
shall be in the minimum denominations specified in the Terms Schedule. Any such
additional Securities shall be deposited, and any such additional Certificates
shall be issued, with accrued interest thereon from the Closing Date. Upon any
such deposit of additional Securities and issuance of additional Certificate,
(i) the additional Securities shall constitute a part of the Trust Property,
(ii) the additional Certificates shall represent undivided fractional interests
in the Trust Property entitled to the same rights and subject to the same
provisions as all previously issued Certificates of the same Class and (iii) the
Principal Balance (or Notional Amount, as applicable) of such Class shall
include such additional Certificates. The provisions of Articles II and V
relating to deposit of Securities and issuance of Certificates shall apply
mutatis mutandis to any such deposit of additional Securities and issuance of
additional Certificates.

      (b) Any deposit of additional Securities and issuance of additional
Certificates of any Class pursuant to paragraph (a) above shall be subject to:
(i) a corresponding increase in any rights the Trust may have under the Swap
Agreement, any Swap Guarantee and the Credit Support, in each case with respect
to such Class, which increase may be effected by amendments to the existing Swap
Agreement, Swap Guarantee and Credit Support documentation or by the execution
of one or more additional Swap Agreements, Swap Guarantees and Credit Support
documents in substantially the same form as the existing Swap Agreement, Swap
Guarantee and Credit Support document, as the case may be; and (ii) satisfaction
of the Rating Agency Condition. Notwithstanding the foregoing, the Trust shall
not, except with the consent of all Certificateholders, issue any additional
Certificates if such issuance would alter the classification of the Trust for
U.S. federal income tax purposes

                                   Article III

               Trust Powers; Administration of the Trust Property

      Section 3.01.  Trust Property

      (a) The "Trust Property" of the Trust shall consist of: (i) the Securities
and all payments on or collections in respect of the Securities due after the
Cut-off Date; (ii) all Permitted Investments and all funds from time to time on
deposit in the Certificate Account; (iii) all the right, title and interest of
the Trustee in, to and under the Credit Support; (iv) all the right, title and
interest of the Trustee in, to and under the Swap Agreement and any Swap
Guarantee; and (v) any other asset described in the Terms Schedule as
constituting a portion of the Trust Property, in each case of clauses (i)
through (v) exclusive of any Retained Interest.

      (b) The Trust Property of the Trust shall not constitute trust property of
any other Trust. The holders of all Certificates together shall have an equal
and ratable undivided ownership interest in the Trust Property; provided that
the Terms Schedule may specify that certain assets constituting a part of the
Trust Property may be


                                       18
<PAGE>   27
beneficially owned solely by or deposited solely for the benefit of one Class or
a group of Classes within the Series. In such event, the other Classes of the
Series shall not possess any beneficial ownership interest in those specified
assets constituting a part of the Trust Property.

      Section 3.02.  Administration of the Trust

      (a) The Trustee shall administer the Trust Property for the benefit of the
Certificateholders. The duties of the Trustee shall be performed in accordance
with applicable local, State and Federal law.

      (b) Subject to Article X, the Trustee is authorized to perform, and from
time to time hereafter shall perform, only those acts which are described in the
Trust Agreement as obligations of the Trustee. Notwithstanding the generality of
the foregoing, the Trustee is hereby specifically authorized and directed to do
the following on behalf of the Trust: (i) accept delivery of the Securities;
(ii) accept, or execute and deliver, as applicable, any documentation relating
to the Credit Support; (iii) execute and deliver any documentation relating to
the Call Right, (iv) execute and deliver, and perform its obligations and
exercise its rights under, the Swap Agreement; (v) accept, and exercise its
rights under, any Swap Guarantee; (vi) issue Certificate Documents and establish
and maintain the Certificate Account; (vii) pledge the assets of the Trust
(including the Securities) to secure obligations of the Trust, including
obligations under the Swap Agreement; (viii) sell Securities through the Selling
Agent in accordance with Section 9.03; (ix) make Permitted Investments pursuant
to Section 3.05; and (x) liquidate the Trust pursuant to Article IX and make
distributions pursuant to Article IV.

      (c) Notwithstanding anything to the contrary herein, the Trust shall not
engage in any business or activities other than receiving and holding the
Securities and any Credit Support or other Trust Property, accepting, or
executing and delivering, any documentation relating to the Credit Support,
executing and delivering any documentation relating to the Call Right, entering
into the Swap Agreement, accepting the benefits of, and making demands and
exercising its rights, under any Swap Guarantee, issuing Certificate Documents,
making Permitted Investments in accordance with Section 3.05 and engaging in any
business activities related or incidental to the foregoing. In no event shall
the Trust engage in any business or activity which would cause it to be or
become an open-end investment company, unit investment trust or face-amount
certificate company that is or is required to be registered under Section 8 of
the Investment Company Act, or to be or become a closed-end investment company
required to be registered, but not so registered, under the Investment Company
Act.

      (d) The Trustee shall not transfer, assign, pledge, sell, set-off, or
otherwise dispose of, the Securities, the Swap Agreement, any Swap Guarantee,
the Credit Support or other Trust Property, or any interest therein, to any
Person or Persons, except (i) to a successor trustee in accordance with Section
10.08, (ii) through the Selling Agent in accordance with Section 9.03, (iii) in
accordance with Section 10.02(a)(ix), (iv) as


                                       19
<PAGE>   28
required under the Swap Agreement or (v) as otherwise expressly permitted
hereunder. This paragraph (d) shall not be construed to prohibit transfers of
the Certificates.

      (e) The Trustee shall have the legal power to exercise all of the rights,
powers and privileges of holders of the Securities, subject to the other
provisions of this Section 3.02, Article X and the other provisions hereof.
Except as specifically provided in Section 8.01 or elsewhere in the Trust
Agreement or in the TIA, neither the Trustee nor the Depositor shall be under
any obligation whatsoever to appear in, prosecute or defend any Proceeding in
respect of the Securities.

      (f) Except for actions expressly authorized by the Trust Agreement, the
Trustee shall not take any actions that are reasonably likely to (nor fail to
take any actions, if such failure would be reasonably likely to) (i) impair the
interests of the Trust in the Securities, the Swap Agreement, any Swap
Guarantee, the Credit Support, or any other Trust Property, (ii) impair the
value of the Securities, the Credit Support, the Swap Agreement, any Swap
Guarantee or any other Trust Property, (iii) alter the classification of the
Trust for U.S. federal income tax purposes or (iv) impair the Trust's ability to
rely upon Rule 3a-7 under the Investment Company Act for exemption from status
as an investment company thereunder.

      (g) Except as expressly provided in the Trust Agreement, the Trustee shall
have no power to vary the corpus of the Trust Property, whether by (i) accepting
any substitute obligation or asset for any Security or any Credit Support
(except in connection with any exchange of, or substitution for, any Securities
approved in accordance with Section 7.01(c)), (ii) entering into any amendment
or modification of the Securities or the Swap Agreement, (iii) accepting any
substitute guarantee for any Swap Guarantee, (iv) adding any other investment,
obligation or security to the Trust Property, (v) withdrawing from the Trust
Property any Securities or Credit Support, (vi) terminating the Swap Agreement
other than in accordance with its terms or (vii) rejecting or otherwise failing
to accept the continuing benefits of any Swap Guarantee.

      Section 3.03.  Collection of Certain Payments

      The Trustee shall make reasonable efforts to collect all payments required
to be made pursuant to the terms of the Securities in a manner consistent with
the terms of the Trust Agreement, the Securities, the Swap Agreement and any
Swap Guarantee, as applicable. In engaging in such activities, the Trustee shall
follow or cause to be followed collection procedures in accordance with the
terms of the Trust Agreement, the Securities, the Swap Agreement and any Swap
Guarantee, as applicable.

      Section 3.04.  Certificate Account

      (a) The Trustee shall establish and maintain one or more Eligible Accounts
(collectively, the "Certificate Account"), held in trust for the benefit of the
Certificateholders, subject to the prior security interest of the Swap
Counterparty under the Swap Agreement and to any obligation of the Trust to pay
Extraordinary Trust


                                       20
<PAGE>   29
Expenses pursuant to Section 10.05(c). The Trustee, on behalf of the
Certificateholders, shall possess all right, title and interest in all funds
from time to time on deposit in the Certificate Account and in all proceeds
thereof, subject to the prior security interest of the Swap Counterparty
pursuant to the Swap Agreement and to any obligation of the Trust to pay
Extraordinary Trust Expenses pursuant to Section 10.05(c). The Certificate
Account shall be under the sole dominion and control of the Trustee. The Trustee
shall deposit or cause to be deposited in the Certificate Account all amounts
collected with respect to the Securities, the Swap Agreement and any Swap
Guarantee, including:

            (i) all payments received by the Trustee on account of principal of
         the Securities;

            (ii) all payments received by the Trustee on account of interest (if
         any) on the Securities;

            (iii) all payments received by the Trustee on account of premium (if
         any) on the Securities;

            (iv) all payments received by the Trustee in connection with the
         consummation of any exchange of, substitution or tender for, or consent
         solicitation relating to, any Securities approved in accordance with
         Section 7.01(c);

            (v) all payments received by the Trustee on account of the Credit
         Support;

            (vi) all Swap Amounts and all other payments (if any) received by
         the Trustee on account of the Swap Agreement;

            (vii) all payments received by the Trustee on account of any Swap
         Guarantee;

            (viii) the Principal Balance, if applicable;

            (ix) all payments in the nature of prepayment or redemption
         penalties, late payment charges or assumption fees which may be
         received by the Trustee; and

            (x) all payments held in trust pursuant to the second sentence of
         Section 11.01(c).

      (b) If at any time a formerly Eligible Account constituting a part of the
Certificate Account no longer satisfies the requirements for Eligible Accounts,
the Trustee shall, no later than the fifth Business Day after the day of such
occurrence or prior to the next succeeding Distribution Date, whichever occurs
earlier, establish a new Account meeting such requirements and transfer any cash
and investments on deposit in the formerly Eligible Account to such new Eligible
Account, and from the date of such


                                       21
<PAGE>   30
transfer, such new Eligible Account shall constitute a part of the Certificate
Account for all purposes of the Trust Agreement.

      (c) The Trustee shall give notice to the Depositor and the Rating Agencies
of the location of each Eligible Account constituting a part of the Certificate
Account.

      Section 3.05.  Investment of Funds in the Accounts

      The Depositor, on behalf of the Trust, shall direct in writing the Trustee
or any depositary institution maintaining any Eligible Account constituting a
part of the Certificate Account to invest the funds on deposit therein in one or
more Permitted Investments bearing interest or sold at a discount, which shall
be held to maturity unless payable on demand. If the Depositor does not provide
any investment directions to the Trustee, then the Trustee shall invest, or
cause to be invested, all funds from time to time on deposit in the Certificate
Account in Permitted Investments of a type specified in clause (i) or (v) of the
definition thereof upon receipt of such funds; provided that such Permitted
Investments shall mature at least one calendar day prior to the next
Distribution Date.

      Section 3.06.  Retained Interest

      The Retained Interest, if any, with respect to any Security or other Trust
Property shall initially be held by the Person specified in the Terms Schedule.
Unless otherwise specified in the Terms Schedule, a portion corresponding to the
Retained Interest, if any, with respect to any Security or other Trust Property
(i) shall be deducted by the Trustee from applicable collections in respect of
such Security or other Trust Property, (ii) shall not be deposited in the
Certificate Account, (iii) shall not constitute a part of the Trust and (iv)
shall be distributed to the holder of such Retained Interest.

      Section 3.07.  Access to Certain Documentation

      The Trustee shall provide to any Federal, State or local regulatory
authority with jurisdiction over the Depositor, the Swap Counterparty, the Swap
Guarantor or any Certificateholder access to the documentation regarding the
Securities, the Swap Agreement and any Swap Guarantee required by applicable
laws and regulations. Such access shall be afforded without charge, but only
upon reasonable request and during normal business hours at the offices of the
Trustee designated by it. In addition, access to the documentation regarding the
Securities, the Swap Agreement and any Swap Guarantee shall be provided to the
Depositor, the Swap Counterparty, the Swap Guarantor or any Certificateholder
upon reasonable request during normal business hours at the offices of the
Trustee designated by it, at the expense of the Person requesting such access.


                                       22
<PAGE>   31

      Section 3.08. Merger or Consolidation of Trust; Incurrence of Indebtedness

      (a) The Trust may not merge with or into, consolidate or amalgamate with,
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body.

      (b) The Trust may not create, incur, assume or suffer to exist any
indebtedness, whether or not contingent, other than as a result of any
transactions expressly permitted or contemplated by the Trust Agreement.

                                   Article IV

                Distributions to Certificateholders and Reporting

      Section 4.01. Distributions

      Unless otherwise specified in the Terms Schedule, on each Distribution
Date for the Certificates (including the Scheduled Final Distribution Date), the
Trustee shall distribute to each Certificateholder the pro rata portion of the
Available Funds as of such date that is allocable to such Certificateholder.

      Section 4.02. Reports to Certificateholders

      (a) On each Distribution Date, the Trustee shall provide or cause to be
provided to the Depositor, the Swap Counterparty and each Certificateholder a
statement setting forth:

            (i) the amounts distributed on such Distribution Date to
        Certificateholders in respect of, respectively, principal of or interest
        or premium, if any, on the Certificates;

            (ii) the applicable Interest Rate;

            (iii) the aggregate stated principal amount of the Securities as of
        such Distribution Date and, to the extent that such information has been
        provided to the Trustee, the interest rate applicable to the Securities
        for the immediately following Security Accrual Period;

            (iv) the amounts received by the Trustee in respect of the
        Securities during the immediately preceding Security Accrual Period;

            (v) any change in the available amount of each element of Credit
        Support;

            (vi) the amounts and the recipients of any payments under the Swap
        Agreement during the immediately preceding Swap Rate Accrual Period;


                                       23
<PAGE>   32
            (vii) if feasible, the new Swap Rate applicable to the immediately
        following Swap Rate Accrual Period;

            (viii) the Principal Balance (or Notional Amount, if applicable) at
        the close of business on the Business Day immediately preceding such
        Distribution Date;

            (ix) the current ratings of the Certificates and the Securities,
        respectively, and the names of the Rating Agencies that assigned such
        ratings, all to the extent that such information has been provided to
        the Trustee by the Depositor;

            (x) the cumulative amount of Extraordinary Trust Expenses, if any,
        as of such Distribution Date; and

            (xi) any additional information relevant to the Certificateholders,
        as specified in the Terms Schedule.

      (b) In the case of information furnished pursuant to clause (a)(i) above,
each amount shall be expressed as a Dollar amount (or the equivalent thereof in
any other Specified Currency) per minimum denomination of Certificates or for
any other specified portion thereof. Within a reasonable period of time after
the end of each calendar year, the Trustee shall furnish to each Person who at
any time during such year was a Certificateholder a statement containing the
information set forth in clause (a)(i) above, aggregated for such year or the
applicable portion thereof during which such Person was a Certificateholder,
which statement shall contain sufficient information to enable each
Certificateholder to calculate its U.S. Federal income tax liability with
respect to the Certificates. Such obligation of the Trustee shall be deemed to
have been satisfied to the extent that substantially comparable information has
been provided by the Trustee in accordance with any applicable requirements of
the Code.

      (c) At any time when the Trust (or the Depositor on behalf of the Trust)
is not subject to Section 13 or 15(d) of the Exchange Act, upon receiving a
request by a Certificateholder, or a prospective purchaser from a
Certificateholder, for the information required pursuant to Rule 144A(d)(4)(i)
under the Securities Act, the Trustee shall promptly notify the Depositor of
such request, and the Depositor shall promptly thereafter provide such
information to the Trustee, and the Trustee shall forward such information to
such Certificateholder or prospective purchaser, as the case may be; provided
that, for purposes of this paragraph (c), the information required by Rule
144A(d)(4)(i) shall be as interpreted in Release No. 33-6862, Part D.

      (d) The Trustee shall furnish to Certificateholders as promptly as
possible, but in any event within three Business Days from receipt thereof,
copies of any and all notices and communications that it receives from the
Security Issuer, including notice of any call of Securities by the Security
Issuer. The Trustee shall also notify the Certificate-

                                       24
<PAGE>   33
holders of any call of Securities by the Swap Counterparty in accordance with
the Swap Agreement.

      (e) If so specified in the Terms Schedule, the Trustee shall use
reasonable efforts to cause a firm of independent public accountants to furnish
to the Trustee, commencing on a date specified in the Terms Schedule and on or
before each anniversary of such date, a statement to the effect that such firm
has examined certain documents and records relating to the administration of the
Trust Property during the immediately preceding 12-month period (or, in the case
of the first such report, the period ending on or before the date specified in
the Terms Schedule, which date shall not be more than one year after the related
Closing Date) and that, on the basis of certain agreed upon procedures
considered appropriate under the circumstances, such firm is of the opinion that
such administration was conducted in compliance with the terms of the Trust
Agreement, except for such exceptions as such firm believes to be immaterial and
such other exceptions and qualifications as shall be set forth in such report.

      If so specified in the Terms Schedule, the Trustee shall furnish to the
Depositor, upon written request by the Depositor, on or before a specified date
in each year, an annual statement signed by one or more Responsible Officers of
the Trustee to the effect that the Trustee has fulfilled its obligations under
the Trust Agreement during the immediately preceding 12-month period with
respect to the Certificates.

      Copies of the annual accountants' statement and the statement of officers
of the Trustee, in each case if applicable, may be obtained by
Certificateholders without charge upon written request to the Trustee.

      (f) Promptly upon receiving any notice of the exercise of the Call Right,
if any, with respect to the Certificates by a Person entitled to exercise the
Call Right, but in any event within three Business Days from receipt thereof,
the Trustee shall provide notice thereof as specified in the Terms Schedule.

      (g) The Trustee shall transmit to Certificateholders such reports
concerning the Trustee and its actions under the Trust Agreement as may be
required pursuant to the TIA at the times and in the manner provided therein. A
copy of any such report shall, at the time of such transmission to
Certificateholders, be filed by the Trustee with each stock exchange on which
the Certificates are then listed, with the Commission and with the Depositor.
The Depositor shall notify the Trustee when the Certificates are listed on any
stock exchange.

      Section 4.03. Calculation of Interest Rates

      Unless otherwise specified in the Terms Schedule, the Interest Rate shall
be the rate applicable to payments received by the Trust under the Securities or
the Swap Agreement (as determined by the Swap Calculation Agent), as applicable.
If the Terms Schedule specifies a Calculation Agent, such Calculation Agent
shall calculate the Interest Rate applicable to the Certificates from time to
time in the manner specified in

                                       25
<PAGE>   34
the Terms Schedule. All calculations by the Calculation Agent hereunder shall,
in the absence of manifest error, be conclusive for all purposes and binding on
Certificateholders. Each of the protections, releases, indemnities and other
terms applicable to the Trustee under Sections 10.01, 10.02, 10.03 and 10.05
shall apply, mutatis mutandis, to the Calculation Agent in connection with its
actions as such.

      Section 4.04. Compliance with Tax Reporting and Withholding Requirements

      Unless otherwise specified in the Terms Schedule, the Trustee shall file
or cause to be filed, within the time limits established by law, Federal and
State income tax returns and information statements as a grantor trust for each
of the Trust's taxable years. The Trust's taxable year shall be the calendar
year. Notwithstanding any other provision of the Trust Agreement to the
contrary, the Trustee shall comply with all Federal withholding requirements
regarding distributions to, or receipts of amounts on behalf of,
Certificateholders that the Trustee reasonably believes are applicable under the
Code. The consent of Certificateholders shall not be required for any such
withholding. In the event that the Trustee withholds any amount from interest or
original issue discount distributions to any Certificateholder pursuant to
Federal withholding requirements, the Trustee shall indicate in the statement
required to be provided to such Certificateholder pursuant to Section 4.02(b)
the amount so withheld.

      Section 4.05. Preservation of Information, Communications to Holders

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

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

      (c) Irrespective of whether the TIA shall apply to this Agreement, the
Depositor, the Trustee, the Paying Agent and the Certificate Registrar shall
have the benefit of protections equivalent to those provided by TIA Section
312(c).

                                    Article V

                                The Certificates

      Section 5.01. The Certificates

      (a) The Certificates shall be represented by one or more Certificate
Documents in the denominations specified in the Terms Schedule; provided that,
unless

                                       26
<PAGE>   35
provided otherwise in the Trust Terms Agreement, all Certificates denominated in
Dollars shall be issued in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof. No interests in the Trust other than the
Certificates shall be issued, except in accordance with Section 5.05.

      (b) Each Series may be limited to a single class, or, if so specified in
the Terms Schedule, may include two or more Classes differing as to entitlement
to distributions of principal, interest or premium, and one or more Classes may
be subordinated in certain respects to other Classes of the same Series with
respect to the allocation of losses arising from any defaults with respect to
the Trust Property. All Certificates of a particular Class shall be identical in
all respects, except for the denominations thereof.

      (c) Unless otherwise specified in the Terms Schedule, all Certificates of
a particular Series (or, if more than one Class exists within the same Series,
any particular Class within such Series) will, upon issuance, be represented by
one or more Global Certificates that will be deposited with, or on behalf of,
the Depositary. Global Certificates may be issued as either Registered
Certificates or Bearer Certificates and in either temporary or permanent form.
Global Certificates representing Registered Certificates shall be registered in
the name of a nominee of the Depositary, and shall clear and settle in
book-entry form only through the facilities of one or more Depositaries.

      (d) In the case of Certificates represented by Global Certificates, if the
Depositary has notified the Depositor that it is unwilling or unable to continue
as Depositary and a successor Depositary is not appointed by the Depositor
within 30 days from such notification, the Trustee shall issue individual
definitive Certificates in exchange for such Global Certificates. In addition,
the Depositor may at any time and in its sole discretion determine not to have
any Certificates represented by Global Certificates and may request the Trustee,
and the Trustee upon receiving such request shall, issue individual definitive
Certificates in exchange for such Global Certificates. Further, if specified in
the Terms Schedule, an owner of a beneficial interest in one or more Global
Certificates may, on terms acceptable to the Depositor and the Depositary,
receive individual definitive Certificates in exchange for such beneficial
interest. In each of the foregoing circumstances, each owner of a beneficial
interest in a Global Certificate shall be entitled (i) to receive individual
definitive Certificates of the same Class as those represented by such Global
Certificate equal to such owner's pro rata share of the Principal Balance (or
Notional Amount, as applicable) and (ii) to have such definitive Certificates
registered in its name (if the Certificates are issuable as Registered
Certificates) . Individual definitive Certificates will be issued (x) in the
case of Registered Certificates, in denominations of $1,000 and integral
multiples of $1,000 in excess thereof (unless otherwise specified in the Terms
Schedule), (y) in the case of Bearer Certificates, in the denomination or
denominations specified in the Terms Schedule and (z) in the case of
Certificates that are issuable in either form, as Registered Certificates or
Bearer Certificates.


                                       27
<PAGE>   36
      Section 5.02. Execution, Authentication and Delivery

      (a) The Certificates shall be executed on behalf of the Trust by a
Responsible Officer of the Trustee. The signature of such officer may be manual
or in facsimile form. Certificates bearing the manual or facsimile signature of
individuals who were at any time the proper officers of the Trustee shall be
binding, notwithstanding the fact that such individuals or any of them may have
ceased to hold such offices prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificates.

      (b) The Trustee shall authenticate the Certificates; provided that the
Trustee shall not be obligated to authenticate any Certificates to the extent
that the issuance thereof would adversely affect the Trustee's own rights,
duties or immunities under the Trust Agreement.

      (c) Each Certificate shall be dated as of the date of its authentication.

      (d) No Certificate shall be entitled to any benefit under the Trust
Agreement or be valid or obligatory for any purpose, unless there appears on
such Certificate a certificate of authentication substantially in the form set
forth in Exhibit B hereto, executed manually by one of the Responsible Officers
of the Trustee, except as provided otherwise in Section 5.11(e). Such
certificate of authentication shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered under
the Trust Agreement and is entitled to the benefits of the Trust Agreement.
Notwithstanding the foregoing, if any Certificate has been authenticated and
delivered hereunder but never issued and sold by or on behalf of the Trust, and
such Certificate is delivered by or on behalf of the Trust to the Trustee for
cancellation pursuant to Section 5.08, for all purposes of the Trust Agreement
such Certificate shall be deemed never to have been authenticated and delivered
and shall never be entitled to the benefits of the Trust Agreement.

      Section 5.03. Temporary Certificates

      Pending the preparation of definitive Certificates of any Series, the
Trustee shall cause one of its Responsible Officers to execute, authenticate and
deliver temporary Certificates of such Series, substantially in the form of the
definitive Certificates in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as such
Responsible Officer may determine, as evidenced by the execution of such
Certificates by such Responsible Officer.

      If temporary Certificates of any Series are issued, the Trustee shall
cause definitive Certificates of such Series to be prepared without unreasonable
delay. After the preparation of definitive Certificates of such Series, the
temporary Certificates of such Series shall be exchangeable (subject to Section
5.12(b), if applicable) for definitive Certificates of such Series upon
surrender of the temporary Certificates of such Series at the office or agency
maintained by the Trustee for such purpose, without charge to the

                                       28
<PAGE>   37
holder thereof. Upon surrender for cancellation of any temporary Certificates of
any Series, the Trustee shall cause one of its Responsible Officers to execute,
authenticate and deliver one or more definitive Certificates of such Series of
any authorized denomination or denominations of like tenor and equal to the same
share of the Principal Balance (or Notional Amount, as applicable). Until so
exchanged, the temporary Certificates of any Series shall in all respects be
entitled to the same benefits under the Trust Agreement as definitive Securities
of such Series.

      Section 5.04. Registration; Registration of Transfer and Exchange

      (a) The Trustee shall cause to be kept at its Corporate Trust Office a
register for Registered Certificates (the registers maintained in such office
and in any other office or agency of the Trustee from which distributions are
made are collectively referred to as the "Certificate Register") in which,
subject to such reasonable regulations as it may prescribe, a transfer agent and
registrar (which may be the Trustee) (the "Certificate Registrar") shall provide
for the registration of Registered Certificates and of transfers and exchanges
thereof. The Trustee shall have the right to rely upon a certificate executed on
behalf of the Certificate Registrar by one or more of its Responsible Officers
as to the names and addresses of the holders of Registered Certificates and the
share of the Principal Balance (or Notional Amount, as applicable) thereof held
by each such holder.

      The Trustee is initially appointed as Certificate Registrar for purposes
of registering Registered Certificates and transfers and exchanges thereof as
herein provided and shall remain Certificate Registrar for such purposes until
the earliest to occur of (i) the appointment by the Depositor of a different
Certificate Registrar, (ii) the resignation or termination of the Trustee and
appointment of a successor trustee in accordance with Section 10.08, in which
case such successor trustee shall be deemed to be appointed as Certificate
Registrar, and (iii) the termination of the Trust and discharge of the Trustee's
obligations under the Trust Agreement in accordance with the applicable terms of
Articles IX and XI; provided, however, that the Trustee may appoint one or more
co-Certificate Registrars. Upon the resignation of any Certificate Registrar
appointed by the Depositor pursuant to clause (i) of the immediately preceding
sentence, the Trustee shall promptly assume the duties of Certificate Registrar.
Upon (i) the appointment by the Depositor of a Person other than the Trustee as
Certificate Registrar, (ii) the appointment of any co-Certificate Registrar or
(iii) any change in the identity of the Certificate Registrar or any
co-Certificate Registrar, the Depositor shall, within three Business Days from
such occurrence, give notice thereof to the Trustee and the Rating Agencies,
which notice shall also specify the location, and any change in the location, of
the Certificate Register.

      (b) Upon surrender for registration of transfer of any Registered
Certificate at the office or agency of the Trustee, if the requirements of
Section 8-401(1) of the UCC are met to the Trustee's satisfaction, and subject
to the transfer restrictions set forth in Section 5.12, the Trustee shall
execute, authenticate and deliver, in the name of the

                                       29
<PAGE>   38
designated transferee or transferees, one or more new Registered Certificates of
any authorized denominations, of like tenor and equal to the same share of the
Principal Balance (or Notional Amount, as applicable). All transfers of
Registered Certificates are subject to the approval of the Trustee, and the
Trustee shall not approve any transfer of Registered Certificates if such
transfer would violate any provision of the Trust Agreement.

      At the option of the holder of any Registered Certificate, such
Certificate may be exchanged for one or more other Registered Certificates of
any authorized denomination or denominations of like tenor and equal to the same
share of the Principal Balance (or Notional Amount, as applicable) upon
surrender of the Registered Certificate to be exchanged at the office or agency
of the Trustee maintained for such purpose. Whenever any Registered Certificates
are so surrendered for exchange, the Trustee shall execute, authenticate and
deliver the Registered Certificates that the exchanging holder is entitled to
receive.

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

      (c) Each Registered Certificate presented or surrendered for registration
of transfer or exchange shall (if so required by the Trustee or the Certificate
Registrar) (i) be duly endorsed, or be accompanied by a written instrument of
transfer in a form satisfactory to the Trustee and the Certificate Registrar
duly executed by the holder thereof or such holder's attorney duly authorized in
writing, which signature shall be guaranteed by a commercial bank or trust
company or by a member firm of a national securities exchange, and (ii) be
accompanied by such other documents as the Trustee may require.

      (d) No service charge shall be imposed on a Certificateholder for any
registration of transfer or exchange of Registered Certificates, but the Trustee
may require payment by the Holders of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange, except in the case of any exchange pursuant to Section
5.01(d), 5.03 or 5.12(a)(ii).

      Section 5.05. Mutilated, Destroyed, Lost and Stolen Certificates

      If (i) any mutilated Certificate is presented to the Depositor or the
Trustee or (ii) the Depositor and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate, and the
Depositor and the Trustee receive such security or indemnity as they may require
to save each of them and any Paying Agent harmless, and neither the Depositor
nor the Trustee receives notice that such Certificate has been acquired by a
bona fide purchaser, then, in each case, the Trustee shall cause one of its
Responsible Officers to execute, authenticate and deliver, in exchange for or in
lieu of

                                       30
<PAGE>   39
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like tenor and equal to the same share of the Principal Balance (or Notional
Amount, as applicable), bearing a number not contemporaneously Outstanding, so
that neither gain nor loss in interest shall result from such exchange or
substitution.

      Upon the issuance of any new Certificate under this Section 5.05, the
Trustee may require the payment by the Person that will become the holder of
such Certificate of a sum sufficient to cover any tax or other governmental
charge that may be imposed with respect thereto and any other expenses
(including the fees and expenses of the Trustee) in connection therewith.

      Each new Certificate issued pursuant to this Section 5.05 shall constitute
complete and indefeasible evidence of a beneficial ownership interest in the
Trust Property, whether or not the destroyed, lost or stolen Certificate shall
at any time be enforceable by anyone, and shall be entitled to all the benefits
of the Trust Agreement equally and proportionately with any and all other
Certificates duly issued thereunder.

      The terms of this Section 5.05 are exclusive and shall preclude (to the
extent permitted by applicable law) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Certificates.

      Section 5.06. Distributions in Respect of Certificates

      (a) Any amount in respect of a Registered Certificate that is payable and
is punctually paid or duly provided for on any Distribution Date or any other
date shall be distributed to the Person in whose name such Registered
Certificate (or one or more Predecessor Certificates) is registered at the close
of business on the related Record Date, notwithstanding any cancellation of such
Registered Certificate upon any transfer or exchange subsequent to such Record
Date. Distributions on Registered Certificates shall be made, in accordance with
arrangements satisfactory to the Trustee, by wire transfer to an account
designated in writing by the Person entitled to receive such Distributions, or,
in the case of distributions of Securities in kind, by delivery of such
Securities to any DTC or other Depositary account designated in writing by such
Person, or, if such arrangements with respect to any Person are not so made no
later than 15 calendar days prior to the applicable Distribution Date, at the
Corporate Trust Office (with respect to the final distribution and distributions
in kind of Securities) or by check mailed to the address of the Person entitled
thereto as such address appears in the Certificate Register.

      (b) Unless otherwise specified in the Terms Schedule, subject to Section
5.12 and to applicable law, any amount in respect of a Bearer Certificate that
is punctually paid or duly provided for on any Distribution Date or any other
date shall be payable only upon surrender of the applicable coupons or
Certificates, as the case may be, and at such offices or agencies outside the
United States as the Trustee may from time to time designate.


                                       31
<PAGE>   40
      (c) Subject to paragraphs (a) and (b) above, each Certificate delivered
under the Trust Agreement upon transfer of or in exchange for or in lieu of any
other Certificate shall carry the rights to amounts to be distributed that are
accrued and undistributed, and to accrue, that were carried by such other
Certificate.

      Section 5.07. Persons Deemed Owners

      The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name any Registered Certificate is
registered as the owner of such Certificate on the relevant Record Date for the
purpose of receiving distributions of principal of, and any premium and any
interest on, such Certificate and for all other purposes whatsoever, whether or
not such Certificate is overdue, and neither the Depositor, the Trustee, nor any
agent of the Depositor or the Trustee shall be affected by notice to the
contrary. All distributions made to any such Person, or upon the order of such
Person, shall be valid, and, to the extent of the sum or sums paid, effectual to
satisfy and discharge the liability for moneys distributable in respect of such
Certificate.

      Section 5.08. Cancellation

      All Certificates surrendered for payment, redemption or registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. Any
Certificates previously authenticated and delivered under the Trust Agreement
(i) which may have been acquired on behalf of the Trust or (ii) which have not
been issued and sold on behalf of the Trust, may be delivered on behalf of the
Trust to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation, and all Certificates so delivered shall be promptly canceled by
the Trustee. No Certificates shall be authenticated in lieu of or in exchange
for any Certificates surrendered as provided in this Section 5.08, except as
expressly permitted by the Trust Agreement.

      Section 5.09. Currency of Distributions in Respect of Certificates;
Redenomination

      (a) Except as provided in (b) below, distributions of the principal of, or
any premium or any interest on, Certificates shall be made in the Specified
Currency.

      (b) Unless otherwise provided in the Terms Schedule, if distributions in
respect of a Certificate are required to be made in a Specified Currency other
than Dollars, and such currency is unavailable due to the imposition of exchange
controls or other circumstances beyond the control of the Depositor, the Trust
and their respective Affiliates, or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions of or within the international banking community, then all
distributions in respect of such Certificate shall be made at a time and in a
manner determined by the Exchange Rate Agent in its sole discretion, which may
be in the Specified Currency at such reasonable time as such currency is again


                                       32
<PAGE>   41
available or so used, or in such other currency and at such rates as the
Exchange Rate Agent may determine.

      Each of the protections, releases, indemnities and other terms applicable
to the Trustee under Sections 10.01, 10.02, 10.03 and 10.05 shall apply, mutatis
mutandis, to the Exchange Rate Agent in connection with its actions as Exchange
Rate Agent for the Trust.

      Section 5.10. Appointment of Paying Agent

      (a) The Trustee may appoint one or more paying agents (each, a "Paying
Agent") with respect to the Certificates, and shall appoint at least one Paying
Agent outside the United States in respect of payments to be made on any Bearer
Certificates. Any such Paying Agent shall be authorized to make distributions to
Certificateholders pursuant to the Trust Agreement and shall report the amounts
of such distributions to the Trustee. The Trustee may remove the Paying Agent if
the Trustee determines in its sole discretion that the Paying Agent has failed
to perform its obligations under the Trust Agreement in any material respect or
if the Paying Agent fails to satisfy the eligibility requirements set forth in
paragraph (b) below. The Paying Agent shall initially be the Trustee and any
co-Paying Agent selected by the Depositor and acceptable to the Trustee. Any
Paying Agent shall be permitted to resign as Paying Agent upon at least 30 days'
prior written notice to the Trustee. In the event that the Trustee is no longer
the Paying Agent, the Trustee shall appoint a successor or additional Paying
Agent. The Trustee shall cause each such Paying Agent to execute and deliver to
the Trustee an instrument in which such Paying Agent shall agree with the
Trustee that it will hold any and all sums held by it for distribution to the
Certificateholders in an Eligible Account in trust for the benefit of the
Certificateholders entitled thereto until such sums are distributed to such
Certificateholders. The Paying Agent shall return all unclaimed funds to the
Trustee within two years from the time such funds were first eligible to be
claimed and, in the event of its removal by the Trustee, shall promptly return
all funds in its possession to the Trustee.

      (b) The Paying Agent shall at all times be a corporation or an
association, the combined capital and surplus of which is at least $100,000,000
and the long-term debt obligations of which are rated in one of the four highest
categories assigned to long-term debt obligations by each of the Rating
Agencies, and which is subject to supervision or examination by Federal or State
authorities. If such corporation or association publishes reports of conditions
at least annually, the combined capital and surplus of such corporation or
association at any time shall be deemed to be its combined capital and surplus
as set forth in its most recent report of conditions so published. In the event
that the Paying Agent at any time ceases to be eligible in accordance with the
terms of this paragraph (b), the Paying Agent shall promptly return all funds
then in its possession to the Trustee and then resign immediately. Upon such
resignation, the Trustee shall act as Paying Agent until the appointment of a
successor Paying Agent in accordance with paragraph (a) above.


                                       33
<PAGE>   42
      (c) The Trustee shall pay to each Paying Agent from time to time
reasonable compensation for its services under this Section 5.10.

      (d) The provisions of Sections 10.01, 10.02, 10.03, 10.05 and 10.06 shall
apply to the Trustee also in its role as Paying Agent, if and for so long as the
Trustee acts as Paying Agent in accordance with this Section 5.10.

      (e) Any reference in the Trust Agreement to the Paying Agent shall include
any co-Paying Agent, unless the context requires otherwise.

      (f) Any funds returned by the Paying Agent to the Trustee pursuant to the
last sentence of paragraph (a) or the penultimate sentence of paragraph (b)
above shall be set aside and held in trust by the Trustee for the benefit of the
Certificateholders entitled to such funds.

      Section 5.11. Authenticating Agent

      (a) The Trustee may appoint one or more Authenticating Agents (each, an
"Authenticating Agent") with respect to the Certificates, each of which shall be
authorized to act on behalf of the Trustee in authenticating Certificates in
connection with the issuance, delivery and registration of transfer or exchange
thereof. Whenever reference is made in the Trust Agreement to the authentication
of Certificates by the Trustee or the Trustee's certificate of any
authentication, such reference shall be deemed to include any authentication on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent must
be acceptable to the Depositor.

      (b) Any institution succeeding to the corporate agency business of any
Authenticating Agent shall be an Authenticating Agent without the execution or
filing of any power or any further act on the part of the Trustee or such
institution. An Authenticating Agent may at any time resign by giving notice of
resignation to the Trustee and the Depositor. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving a notice of
termination to such Authenticating Agent and the Depositor. Upon receiving such
a notice of resignation or giving such a notice of termination, or in the event
that at any time an Authenticating Agent shall cease to be acceptable to the
Trustee or the Depositor, as the case may be, the Trustee shall act as
Authenticating Agent until the appointment of a successor Authenticating Agent
in accordance with paragraph (a) above.

      (c) The Trustee shall pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 5.11.

      (d) The provisions of Sections 10.01, 10.02, 10.03, 10.05 and 10.06 shall
apply to the Trustee also in its role as Authenticating Agent if and for so long
as the Trustee acts as Authenticating Agent in accordance with this Section
5.11.


                                       34
<PAGE>   43
      (e) If an Authenticating Agent (other than the Trustee) is appointed
pursuant to this Section 5.11, the Certificates may have endorsed thereon, in
lieu of the Trustee's certificate of authentication pursuant to Section 5.02(d),
an alternate certificate of authentication in substantially the following form:

      This is one of the Certificates referred to in the within-mentioned Trust
Agreement.


               -----------------------------
               as Authenticating Agent for
               the Trustee

            By:
               -----------------------------
               Authorized Signatory

      Section 5.12. Issuance and Transfer Restrictions

      (a) If the Terms Schedule specifies that the Certificates shall be
Registered Certificates that are Book-Entry Certificates:

            (i) Such Certificates shall be represented by one or more Global
        Certificates registered in the name of a Depositary or its nominee;

            (ii) Unless otherwise provided in the Certificates or the Terms
        Schedule, any Global Certificate representing such Certificates shall be
        exchangeable for Certificate Documents registered in the name of Persons
        other than the Depositary or its nominee only if (A) the Depositary is
        no longer willing or able to act as a depositary and the Trustee is
        unable to locate a qualified successor Depository within 30 days or (B)
        a Trust Wind-Up Event has occurred and be continuing. Upon any such
        exchange, the Trustee shall register such Certificate Documents in the
        name of, and cause such Certificate Documents to be delivered to, such
        other Persons; and

            (iii) Any Global Certificate representing such Certificates shall
        bear a legend in substantially the following form:

                  "THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING
            OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN
            THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY
            NOT BE EXCHANGED IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED,
            AND NO TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE
            REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
            A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
            THE TRUST AGREEMENT."


                                       35
<PAGE>   44
      (b) If the Terms Schedule specifies that the Certificates shall be Bearer
Certificates:

            (i) The Underwriting Agreement with respect to such Certificates
        shall provide that, in connection with the original issuance of such
        Certificates and during the period ending 40 days after such issuance,
        the Underwriter or Underwriters thereunder shall not offer, sell or
        deliver such Certificates, directly or indirectly, to a U.S. Person or
        to any Person within the United States, except to the extent permitted
        under U.S. Treasury regulations;

            (ii) Such Certificates shall bear a legend to the following effect.

                  "ANY U.S. PERSON WHO HOLDS THIS OBLIGATION SHALL BE SUBJECT TO
            LIMITATIONS UNDER U.S. INCOME TAX LAWS, INCLUDING THE LIMITATIONS
            PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE
            CODE."; and

            (iii) Pending the availability of a permanent Global Certificate or
        definitive Bearer Certificates, as the case may be, Certificates that
        are issuable as Bearer Certificates may initially be represented by a
        single temporary Global Certificate, without interest coupons, to be
        deposited with a common depositary in London for Euroclear and
        Clearstream for credit to the accounts designated by or on behalf of the
        purchasers thereof. Following the availability of a permanent Global
        Certificate in bearer form, without coupons attached, or definitive
        Bearer Certificates, and subject to any further limitations specified in
        the Terms Schedule, any such temporary Global Certificate shall be
        exchangeable, in accordance with Section 5.03, for interests in such
        permanent Global Certificate or for definitive Bearer Certificates,
        respectively, only upon receipt by the Trustee of a certificate
        acceptable to the Depositor and the Trustee to the effect that a
        beneficial interest in a temporary Global Certificate is owned by a
        Person that is not a U.S. Person or is owned by or through a financial
        institution in compliance with applicable U.S. Treasury regulations (a
        "Certificate of Non-U.S. Beneficial Ownership"). No Bearer Certificate
        shall be delivered in or to the United States. If so specified in the
        Terms Schedule, interest on a temporary Global Certificate will be
        distributed to each of Euroclear and Clearstream with respect to that
        portion of such temporary Global Certificate held by it, but only upon
        receipt by the Trustee as of the relevant Distribution Date of a
        Certificate of Non-U.S. Beneficial Ownership.

      (c) (i) Subject to clause (ii) below, if the Terms Schedule specifies that
the "Alternative ERISA Restrictions" apply:

                  (A) The Certificates shall be issued only as definitive
            Registered Certificates and no transfer of any Certificate Document
            shall be made to any employee benefit plan, domestic or foreign,
            whether or not subject to

                                       36
<PAGE>   45
            ERISA, or described in Section 4975(e)(1) of the Code, or comparable
            terms of any subsequent enactments, or a trustee of any such plan,
            or an entity whose underlying assets include the assets of any such
            plan (each of the foregoing a "Benefit Plan"), unless immediately
            after such transfer Certificates representing a percentage interest
            of less than 25% are held by Benefit Plans (for this purpose the
            percentage interest shall be calculated as if any Certificates held
            by the Depositor, the Trustee or any other Person (other than a
            Benefit Plan) who has discretionary authority or control with
            respect to the assets of the Trust or any Person who provides
            investment advice for a fee (direct or indirect) with respect to
            such assets (a "Controlling Person") or any of their affiliates
            (within the meaning of Department of Labor Reg. ss.
            2510.3-101(f)(3)) were not outstanding);

                  (B) any prospective transferee shall be required to certify
            whether or not it is a Benefit Plan or is acquiring the Certificates
            with the assets of any Benefit Plan; and

                  (C) after the initial distribution of the Certificates subject
            to the Alternative ERISA Restrictions, neither the Depositor nor the
            Trustee or any of their Affiliates shall acquire any Certificate,
            unless immediately after such acquisition Certificates held by
            Benefit Plans would represent a percentage interest of less than 25%
            (calculated as described in subclause (A) of this clause (i)).

            (ii) If the Terms Schedule specifies that the "Deemed
        Representations" apply:

                  (A) A Plan subject to the fiduciary responsibility provisions
            of ERISA or Section 4975 of the Code or governmental plans subject
            to substantially similar provisions may only acquire the
            Certificates if certain exemptions from such provisions are
            applicable to the relevant transaction;

                  (B) BY ITS PURCHASE OF ANY CERTIFICATE, THE PURCHASER OR OTHER
            HOLDER AND EACH FIDUCIARY OR OTHER PERSON THAT CAUSED SUCH PERSON TO
            ACQUIRE SUCH CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED AND
            WARRANTED ON EACH DATE ON WHICH SUCH CERTIFICATE IS HELD BY SUCH
            PERSON EITHER THAT (1) IT IS NOT A PLAN OR A GOVERNMENTAL PLAN WHICH
            IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY
            SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF
            THE CODE OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS OF
            ANY SUCH PLAN OR OTHER PLAN, OR (2) ITS PURCHASE, HOLDING

                                       37
<PAGE>   46
            AND DISPOSITION OF A CERTIFICATE WILL NOT RESULT IN A PROHIBITED
            TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
            BY REASON OF ONE OF THE FOLLOWING: PROHIBITED TRANSACTION CLASS
            EXEMPTION ("PTCE") 91-38 (RELATING TO INVESTMENTS BY BANK COLLECTIVE
            INVESTMENT FUNDS), PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY
            A "QUALIFIED PROFESSIONAL ASSET MANAGER"), PTCE 90-1 (RELATING TO
            INVESTMENTS BY INSURANCE COMPANY POOLED SEPARATE ACCOUNTS), PTCE
            95-60 (RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL
            ACCOUNTS) AND PTCE 96-23 (RELATING TO TRANSACTIONS DETERMINED BY
            IN-HOUSE ASSET MANAGERS) (OR, IN THE CASE OF A GOVERNMENTAL PLAN,
            ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW) FOR WHICH AN
            EXEMPTION IS NOT AVAILABLE; AND

                  (C) Each Person that acquires a Certificate, and each
            fiduciary which causes a Person to acquire a Certificate, in such
            fiduciary's individual capacity, hereby agrees to indemnify and hold
            harmless the Depositor, the Trustee and their respective affiliates
            from any cost, damage, loss or expense incurred by them as a result
            of the representation set forth in subclause (B) of this clause (ii)
            not being true.

                  (iii) Unless the Terms Schedule specifies that either the
            "Alternative ERISA Restrictions" or the "Deemed Representations"
            apply:

                  (A) no Certificate may be transferred to any Benefit Plan that
            is subject to the fiduciary responsibility provisions of Title I of
            ERISA or Section 4975(e) of the Code (a "Plan"), or that is a
            governmental or other plan subject to substantially similar legal
            requirements, or to any Person that is acquiring the Certificate
            with the assets of any such Plan. Any purported transfer in
            violation of this restriction shall be void ab initio;

                  (B) BY ITS PURCHASE, HOLDING OR OTHER ACQUISITION OF ANY
            CERTIFICATE, THE PURCHASER OR OTHER HOLDER, AND EACH FIDUCIARY OR
            OTHER PERSON THAT CAUSES SUCH PERSON TO ACQUIRE SUCH CERTIFICATE,
            WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A
            PLAN, IS NOT A GOVERNMENTAL OR OTHER PLAN SUBJECT TO SUBSTANTIALLY
            SIMILAR LEGAL REQUIREMENTS, AND IS NOT USING THE ASSETS OF ANY SUCH
            BENEFIT PLAN TO PURCHASE THE CERTIFICATE; AND


                                       38
<PAGE>   47
                  (C) each Person that acquires a Certificate, and each
            fiduciary which causes a Person to acquire a Certificate, in such
            fiduciary's individual capacity, hereby agrees to indemnify and hold
            harmless the Depositor, the Trustee and their respective affiliates
            from any cost, damage, loss or expense incurred by them as a result
            of the representation set forth in subclause (B) of this clause
            (iii) not being true.

      (d) Each of the Trustee and the Depositor is entitled to request
additional evidence from a proposed transferee of any Certificate to ensure to
its sole satisfaction the accuracy of the representations in the Underwriting
Agreement relating to the matters identified in the preceding paragraphs.

      (e) If, at any time, the Trustee learns that any of the representations or
warranties provided by a transferee or prospective transferee of any Certificate
is inaccurate or that any agreement made therein has been breached, any
purported transfer of such Certificate to such transferee or prospective
transferee shall be null and void ab initio. The Trustee shall arrange through
the Depositor for the compulsory sale (at a price determined by the Depositor)
for any purported transfer of a Certificate in contravention of any of the
transfer restrictions set forth herein. The Trustee shall also have such other
powers as may be necessary, in its sole discretion, to effect compliance with
the terms of this Section 5.12.

      Section 5.13. Callable Certificates

      (a) If one or more specified Persons has or have the right to purchase, or
the Trustee is obligated to redeem under certain circumstances, all or a portion
of the Certificates (a "Call Right"), the Terms Schedule shall designate such
Series as a "Callable Series," and specify the terms and conditions upon which
such right may be exercised. Such terms and conditions may include the
following:

            (i) a minimum share of the Principal Balance (or Notional Amount, as
        applicable) to be purchased or redeemed;

            (ii) a requirement that the share of the Principal Balance (or
        Notional Amount, as applicable) being purchased or redeemed be an
        integral multiple of a specified amount;

            (iii) if the Call Right is exercised with respect to less than all
        of the Certificates, the manner of selecting the Certificates being
        purchased or redeemed ;

            (iv) specified dates during which such a purchase or redemption may
        be effected (each, a "Call Date"); and

            (v) the price at which such a purchase or redemption may be effected
        (the "Call Price").


                                       39
<PAGE>   48
      After receiving notice of the exercise of any Call Right, the Trustee
shall give notice thereof in the manner specified in the Terms Schedule.

      (b) Prior to any purchase or redemption of Certificates, the Person
exercising the Call Right shall: (i) deposit, or cause to be deposited, with the
Trustee or with a Paying Agent (or, in the case of a purchase or redemption by
the Trustee or a Paying Agent, shall segregate and hold in trust), an amount of
money to pay the Call Price of, and (unless the redemption date is an interest
payment date) accrued interest on, all Certificates which are to be purchased on
such date; and (ii) if the credit rating assigned to such Person by any Rating
Agency is less than "investment grade", provide a certificate of solvency
satisfactory to such Rating Agency.

      (c) On the redemption date specified in the Terms Schedule, the
Certificates being purchased shall become due and payable at the Call Price, and
from and after such date (unless the Person exercising the Call Right defaults
in the payment of the Call Price and any accrued interest) such Certificates
shall cease to bear interest. Upon surrender of any such Certificate for
redemption in accordance with the notice given by the Trustee in accordance with
the last sentence of paragraph (a) above, such Certificate shall be paid by the
Trustee from the amount of money deposited with it (or with a Paying Agent)
pursuant to paragraph (b) above; provided that, unless otherwise specified in
the Terms Schedule, installments of interest becoming due and payable on or
prior to the redemption date shall be payable to the holder of such Certificate,
or one or more Predecessor Certificates, registered as such at the close of
business on the relevant Record Date.

                                   Article VI

                                  The Depositor

      Section 6.01. Liability of the Depositor

      The Depositor shall be liable in accordance with the Trust Agreement only
to the extent of the obligations specifically imposed thereby on the Depositor.

      Section 6.02. Limitation on Liability of the Depositor

      (a) Except as may be otherwise expressly specified in the Trust Agreement,
the Depositor shall not be under any obligation to (i) expend or risk its own
funds, except to the extent of its obligation to pay any amount payable under
the Trustee Fee Letter or under Section 10.05(b), or (ii) otherwise incur
financial liability in the performance of its duties thereunder or in the
exercise of any of its rights or powers, in each case of clauses (i) and (ii) to
the extent that reasonable grounds exist for believing that the repayment of
such funds or adequate indemnity against such liability is not reasonably
assured to it.

      (b) Neither the Depositor nor any of its directors, officers, employees or
agents shall be under any liability to the Trustee, the Trust or the
Certificateholders for

                                       40
<PAGE>   49
taking any action, or refraining from taking any action, in good faith pursuant
to the Trust Agreement, or for errors in judgment; provided, however, that this
sentence shall not protect any such Person against any liability (i) related to
the inaccuracy or breach of any representation, warranty or agreement of the
Depositor in the Trust Agreement, (ii) specifically imposed on the Depositor
pursuant to the Trust Agreement, or (iii) by reason of willful misfeasance, bad
faith or negligence in the performance of, or reckless disregard of, obligations
specifically set forth in the Trust Agreement.

      (c) The Depositor shall not be under any obligation to appear in,
prosecute or defend any Proceeding unless such Proceeding is related to its
obligations under the Trust Agreement and, in its reasonable opinion, does not
involve it in any expense or liability; provided, however, that the Depositor
may in its discretion appear in, prosecute or defend any such Proceeding which
it may deem necessary or desirable with respect to the Trust Agreement and the
rights and duties of the parties thereto and the interests of the
Certificateholders.

      Section 6.03. Depositor May Purchase Certificates

      The Depositor or its Affiliates may at any time purchase Certificates in
the open market or otherwise. Certificates so purchased may, at the discretion
of the Depositor, be held, resold or, to the extent permitted under the terms
thereof, exchanged or called by the Depositor or such Affiliates.

      Section 6.04. Preparation and Filing of Exchange Act Reports; Obligations
of the Depositor

      The Depositor shall:

      (a) On behalf of the Trust, prepare, sign and file with the Commission,
with copies to the Trustee (who shall provide such copies to the Rating
Agencies), within the applicable time periods set forth below, such reports as
may from time to time be required to be filed by or on behalf of the Trust with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act
(collectively, the "Exchange Act Reports") with respect to the Trust. Such
Exchange Act Reports include:

            (i) Form 8-K, to be filed in such circumstances and within such time
        periods prescribed therefor by the Commission under the Exchange Act;
        and

            (ii) Form 10-K, to be filed within the time period prescribed
        therefore by the Commission under the Exchange Act.

      (b) Deliver to the Trustee, within 15 days after same are required to be
filed with the Commission, such additional information, documents and reports
with respect to compliance by the Depositor with the conditions and covenants of
the Trust Agreement, if any, as may be required to be filed with the Commission
from time to time; and


                                       41
<PAGE>   50
      (c) Deliver to the Trustee, which shall then transmit by mail to
Certificateholders in accordance with TIA Section 313(c), such summaries of any
information, documents and reports required to be filed by the Depositor and
received pursuant to paragraphs (a) and (b) above, as may be required to be
filed by the rules and regulations prescribed from time to time by the
Commission under the Exchange Act.

      Section 6.05. Preferential Collection of Claims Against Depositor

      Irrespective of whether the TIA shall apply to the Trust Agreement, the
Trustee shall comply with the obligations set forth in TIA Section 311(a),
taking into account the exclusion set forth in TIA Section 311(b). A trustee
that has resigned or has been removed shall be subject to such obligations to
the extent set forth in TIA Section 311(a).

                                   Article VII

                          Rights of Certificateholders

      Section 7.01. Voting Rights with Respect to Securities

      (a) As promptly as possible, but in any event within five Business Days
from receipt thereof, the Trustee shall give notice of any meeting of, or other
occasion for the exercise of voting rights or the giving of consents by, owners
of the Securities to the Certificateholders, with copies to the Rating Agencies.
The notice to be given by the Trustee pursuant to the immediately preceding
sentence shall contain (i) such information as is contained in such notice to
owners of the Securities, (ii) a statement that the Certificateholders will be
entitled, subject to the applicable law and any applicable provision of the
Securities, to instruct the Trustee as to the exercise of voting rights, if any,
pertaining to the Securities and (iii) a statement as to the manner in which
instructions may be given to the Trustee to give a discretionary proxy to a
Person designated in the notice received by the Trustee. Such notice shall be
given by the Trustee to the Certificateholders of record as soon as practicable
after the date on which the relevant notice to owners of the Securities is
received by the Trustee at its Corporate Trust Office.

      (b) Unless otherwise specified in the Terms Schedule, the voting rights
allocable to owners of the Securities pursuant to the terms thereof shall be
allocated among the Certificateholders pro rata, in the proportion that the
share of the Principal Balance (or Notional Amount, as applicable) of each such
holder bears to the aggregate Principal Balance (or Notional Amount, as
applicable); and upon the written request of each Certificateholder, if received
on or before the date established by the Trustee for such purpose, the Trustee
shall endeavor, insofar as practicable and permitted under applicable law and
any applicable provision of the Securities, to vote in accordance with any
nondiscretionary instruction set forth in such written request; provided that
the Trustee shall not vote except as specifically authorized and directed by
written instructions from each Certificateholder entitled to give such
instructions; provided, further, that if the share of the Principal Balance (or
Notional Amount, as applicable)

                                       42
<PAGE>   51
held by all Certificateholders instructing the Trustee to vote on a particular
matter in a certain manner does not correspond to an even number of Securities,
the Trustee shall vote the number of Securities most closely corresponding to
such share of the Principal Balance (or Notional Amount, as applicable) in such
manner, with any portion of such share representing less than half of a Security
not so voted and any portion such share representing half or more of a Security
so voted.

      (c) Notwithstanding paragraph (b) above, the Trustee shall reject any vote
to (i) alter the currency, amount or timing of payment of, or the method or rate
of accruing, any principal or interest on the Securities, (ii) consent to any
redemption or prepayment of the Securities, or (iii) unless otherwise specified
in the Terms Schedule, consent to any exchange of, substitution or tender for,
any Securities pursuant to a plan or refunding of Securities or any other offer
for the Securities, in each case of clauses (i) through (iii) unless (x) the
Trustee is directed by the affirmative vote of all Certificateholders to accept
such amendment or offer, as the case may be and (y) the Trustee receives advice
of nationally recognized independent tax counsel, designated by the Depositor,
that the changes to the terms of the Securities with respect to which such vote
is requested would not, if made, result in a "sale or other disposition" of such
Securities within the meaning of Section 1001(a) of the Code or alter the
classification of the Trust for U.S. federal income tax purposes. In addition,
to the extent not covered by the immediately preceding sentence, the Trustee
shall reject any vote to alter any of the terms of the Securities unless the
condition set forth in clause (y) of such sentence is satisfied.

      Section 7.02. Amendments and Waivers Under Swap Agreement and Swap
Guarantee

      Without the need for consent of any Certificateholder, the Trustee shall
enter into any amendment of the Swap Agreement or any Swap Guarantee requested
by the Swap Counterparty or any Swap Guarantor, respectively, to cure any
ambiguity or manifest error in, or to correct or supplement any provision of,
the Swap Agreement or any Swap Guarantee, provided (i) the Trustee determines
that such amendment would not adversely affect the interests of the
Certificateholders and (ii) the Trustee has received an Opinion of Counsel, at
the expense of the Swap Counterparty or any Swap Guarantor, as applicable, to
the effect that such amendment would not adversely affect the interests of the
Certificateholders and would not alter the classification of the Trust for U.S.
Federal income tax purposes. The Trustee shall not agree to any other request
from the Swap Counterparty or any Swap Guarantor for approval of any consent,
waiver or other modification of the Swap Agreement or any Swap Guarantee,
respectively, without the unanimous consent of the Certificateholders and
compliance with clause (ii) of the immediately preceding sentence and unless the
Rating Agency Condition is satisfied.


                                       43
<PAGE>   52
                                  ARTICLE VIII

    Default on Securities, Credit Support, Swap Agreement, Swap Guarantee or
                             Permitted Investments

         SECTION 8.01. Realization Upon Default

         (a) The Trustee, on behalf of the Certificateholders, shall assert
claims under the Securities, the Credit Support, the Swap Agreement, any Swap
Guarantee and the Permitted Investments, and shall take such reasonable steps as
may be necessary to receive payment or to permit recovery thereunder in the case
of any Security Default, Credit Support Default, Swap Default or any default
related to the Permitted Investments, as the case may be, subject in all cases
to Article X.

         (b) If the Trustee is unable to obtain full recovery in respect of a
Security, Credit Support, Swap Agreement, Swap Guarantee or Permitted Investment
affected by a Security Default, Credit Support Default, Swap Default or default
related to such Permitted Investment, as the case may be, the Trustee shall
follow or cause to be followed such normal practices and procedures as it may
deem necessary or advisable to realize upon such Security, Credit Support, Swap
Agreement, Swap Guarantee or Permitted Investment, as the case may be, subject
in all cases to Article X.

         (c) If the Trustee becomes aware of any Security Default, Credit
Support Default, Swap Default or default related to any Permitted Investment, it
shall give notice thereof to the Certificateholders as promptly as practicable
in accordance with Section 12.05, and in the manner and to the extent provided
in TIA Section 313(c) within 90 days after such default occurs.

                                   ARTICLE IX

                        Wind-Up and Liquidation of Trust

         SECTION 9.01. Trust Wind-Up Events

         If any of the following events (each, a "Trust Wind-Up Event") occurs
and is continuing:

         (a) any Security Default resulting either (i) in a Security Default
with respect to all Securities held by the Trust or (ii) in a Swap Termination
Event or Swap Default with respect to which all Swap Transactions are Affected
Swap Transactions;

         (b) any Security held by the Trust becomes a Disqualified Security and
(i) the Trust holds no other Security that is not a Disqualified Security or
(ii) the Terms Schedule specifies that a Trust Wind-Up Event shall occur upon
such Security becoming a Disqualified Security;

                                       44
<PAGE>   53
         (c) any Security Redemption with respect to all Securities held by the
Trust;

         (d) any Credit Support Default resulting in a Credit Support Default
with respect to all Securities held by the Trust;

         (e) any Swap Default arising from any action taken or failure to act,
by the Swap Counterparty;

         (f) any Swap Termination Event with respect to which the Swap
Counterparty is the sole Affected Party (as defined in the Swap Agreement) and
all Swap Transactions are Affected Swap Transactions;

         (g) the designation of an Early Swap Termination Date by the Swap
Counterparty under the Swap Agreement (other than based upon an Additional
Termination Event of the type specified in Part 1(i)(i) of the Schedule included
in the Swap Agreement) with respect to all Swap Transactions;

         (h) any Excess Expense Event; or

         (i) any other Trust Wind-Up Event specified in the Terms Schedule;

then, in each such case, unless otherwise provided in the Terms Schedule, the
Trustee shall, (x) by notice to the Swap Counterparty, terminate the Swap
Agreement (including all Swap Transactions thereunder) if such notice is
required under the Swap Agreement, (y) sell, or cause the Selling Agent to sell,
the Trust Property in accordance with Section 9.03(b) and (z) distribute to each
Certificateholder its pro rata share of the proceeds from such sale in
accordance with Section 9.03(d), whereupon the Trust shall terminate; provided
that, if the Certificateholders exercise their right under Section 9.03(c) prior
to the sale of all the Trust Property by the Trustee or the Selling Agent, as
the case may be, the Trust shall continue notwithstanding such Trust Wind-Up
Event. In the event that more than one Trust Wind-Up Event occurs, the first
such event shall constitute the Trust Wind-Up Event for purposes of the Trust
Agreement, the Swap Agreement and any related agreements or other documents.

         SECTION 9.02. Liquidation Events; Partial Security Redemption

         (a) In the event that (i) a Security Default occurs which under the
terms of the Swap Agreement results in the termination of at least one but less
than all Swap Transactions or (ii) any Security becomes a Disqualified Security,
but the Trust holds one or more other Securities which are not Disqualified
Securities, and in each case of clauses (i) and (ii), a Trust Wind-Up Event has
not otherwise occurred, then the Affected Securities (and, if necessary, other
Trust Property) shall be sold in accordance with Section 9.03(b) to the extent
necessary to make any Termination Payment applicable to the Affected Swap
Transaction, and any balance of the proceeds from such sale shall be distributed
to the Certificateholders in accordance with Section 9.03(d), but the Trust
shall continue.

                                       45
<PAGE>   54
         (b) In the event that any Security Redemption occurs with respect to
less than all of the Securities held by the Trust, proceeds from such Security
Redemption shall be distributed to the Certificateholders as specified in the
Terms Schedule, but the Trust shall continue.

         SECTION 9.03. Trust Property Made Available

         (a) Subject to Section 9.04, as promptly as possible after the
occurrence of a Trust Wind-Up Event or Liquidation Event, and in any case within
five Business Days after such occurrence, the Trustee shall provide notice to
the Certificateholders and the Rating Agencies of such occurrence, the
termination of the Swap Agreement or the particular Affected Swap Transaction or
Transactions thereunder, the amount of any related Swap Termination Payment and
the right of the Certificateholders under paragraph (c) below. In the case of a
Trust Wind-Up Event, such notice shall also state (i) that the Trust will
terminate and that Certificateholders should surrender their Certificates to the
Trustee or deliver security or indemnity reasonably acceptable to the Trustee in
exchange for cash, (ii) the cause of such Trust Wind-Up Event, (iii) the
location and business hours of the Corporate Trust Office at which Certificates
should be presented and surrendered and (iv) that each Certificateholder must
supply transfer instructions in writing with respect to any distributions.

         (b) Subject to Section 9.04, upon the occurrence of a Trust Wind-Up
Event or Liquidation Event, the Trustee shall notify the Selling Agent that the
Trust is required to sell Securities or other Trust Property, and upon the
expiration of three days after receiving such notice, the Selling Agent shall
sell Securities or other Trust Property on behalf of the Trust, unless and until
the Selling Agent receives notice from the Trustee of an exercise by the
Certificateholders of their right under paragraph (c) below; provided, however,
that the Selling Agent may elect not to act as Selling Agent with respect to all
or a part of the Securities or other Trust Property to be sold by written notice
to that effect to the Trustee. The timing, price and other terms of any sale
conducted by the Selling Agent shall be determined by the Selling Agent in its
sole discretion, but all such sales shall be completed within 30 days or such
longer period of time as may be reasonable with respect to the Securities or
other Trust Property to be sold. In the case of a Liquidation Event, sales made
under this paragraph (b) shall be limited to the Affected Securities, except to
the extent that the proceeds from such sales would be insufficient to make the
Termination Payment.

         (c) In the circumstances described in paragraph (b) above, the
Certificateholders, acting unanimously, may instruct the Trustee in writing to
discontinue any sale of Trust Property, provided they also pay to the Trustee
the amount of (i) any Termination Payment required to be made by the Trust plus
(ii) in the case of an Excess Expense Event, any Extraordinary Trust Expenses
required to be paid by the Trust pursuant to Section 10.05(c). Promptly upon
receiving notice from the Trustee of the exercise by the Certificateholders of
their right under this paragraph (c), the Selling Agent shall discontinue any
sale of Trust Property; provided that the Selling Agent and


                                       46
<PAGE>   55
the Trustee may complete the settlement of any sale already agreed. It is
expressly understood and agreed that, after expiration of the three-day period
referred to in the first sentence of paragraph (b) above, the Selling Agent and
the Trustee are authorized to, and may, sell Trust Property during the time
necessary for the Certificateholders to be notified of and act upon their right
under this paragraph (c).

         (d) Subject to the prior payment of any amounts payable to the Swap
Counterparty by the Trustee pursuant to the Swap Agreement (except for any such
amounts expressly subordinated in right of payment pursuant to Part 1(g) of the
Schedule included in the Swap Agreement) and, to the extent expressly agreed by
the Certificateholders, any amounts reimbursable to the Trustee pursuant to
Section 10.05(c), each Certificateholder shall be entitled to receive a pro rata
portion of the net proceeds of any sale of Trust Property pursuant to paragraph
(b) above, upon surrender, or delivery of security or indemnity acceptable to
the Trustee, by such holder of its Certificates at the Corporate Trust Office
referred to in paragraph (a) above.

         (e) The only distributions to which the Certificateholders are entitled
are, subject to the prior payment of any amounts payable to the Swap
Counterparty by the Trustee pursuant to the Swap Agreement (except for any such
amounts expressly subordinated in right of payment pursuant to Part 1(g) of the
Schedule included in the Swap Agreement) and, to the extent expressly agreed by
the Certificateholders, any amounts reimbursable to the Trustee pursuant to
Section 10.05(c), payments on the Securities (including any payments in
connection with any exchange of, substitution or tender for, or consent
solicitation relating to, any Securities), any and all amounts recovered under
the Swap Agreement or any Swap Guarantee, received by the Trustee after the
occurrence of the relevant Trust Wind-Up Event and any other remaining Trust
Property. Such amounts shall be distributed by the Trustee to the
Certificateholders in accordance with Section 4.01 upon satisfaction of the
conditions for transfer of Securities referred to in paragraph (b) above.

         (f) Except for the obligation to provide reports and other information
required to be provided to Certificateholders under the Trust Agreement, the
obligations of the Trustee and the Depositor shall terminate upon the
distribution to Certificateholders of all amounts required to be distributed to
them and the disposition of all Securities held by the Trustee, and such
distribution shall constitute full satisfaction of all of the interests of the
Certificateholders in respect of the Trust.

         (g) In the event that the Selling Agent resigns or declines to sell any
Securities, the Trustee shall proceed in accordance with Section 10.02(a)(x).

         (h) The Selling Agent is an agent of the Trustee only and shall have no
fiduciary or other duties to the Certificateholders, nor shall the Selling Agent
have any liability to the Trust in the absence of the Selling Agent's bad faith
or willful default. The Selling Agent shall be permitted to sell Securities to
its Affiliates. The Selling Agent may resign at any time by written notice to
the Trustee, such resignation to take effect


                                       47
<PAGE>   56
immediately upon notice. Except as provided in the first sentence of this
paragraph (h), each of the protections, releases, indemnities and other terms
applicable to the Trustee under Sections 10.01, 10.02, 10.03 and 10.05 shall
apply, mutatis mutandis, to the Selling Agent in connection with its actions as
Selling Agent for the Trust.

         (i) No Certificateholder shall have any liability as a seller of Trust
Property in connection with any sale of Trust Property by the Trustee or the
Selling Agent.

         SECTION 9.04. Limitation on Notice Requirement

         The Trustee shall not be responsible for terminating the Swap Agreement
(or any Swap Transaction thereunder) or giving notice of a Trust Wind-Up Event
unless and until (i) the Trustee does not receive funds due on the Securities or
under the Swap Agreement when due or within any applicable grace period, (ii)
receipt by the Trustee of notice from the Swap Counterparty of the occurrence of
a Swap Default or Swap Termination Event or upon actual knowledge of a Swap
Default or Swap Termination Event by a Responsible Officer of the Trustee or
(iii) receipt by the Trustee of notice from the Security Issuer of the
occurrence of a Security Default.

         SECTION 9.05. Excess Expense Event

         (a) Promptly upon the incurrence by the Trustee of Extraordinary Trust
Expenses in an aggregate amount exceeding the Trigger Amount, and in any event
within three Business Days after such incurrence, the Trustee shall provide
notice thereof to each Certificateholder, the Swap Counterparty and the Rating
Agencies. Such notice shall state that an "Excess Expense Event" shall occur on
the seventh calendar day (or, if such day is not a Business Day, on the next
succeeding day that is a Business Day) following the provision of such notice
unless prior to such day either the Certificateholders unanimously agree, or the
Swap Counterparty agrees, to indemnify the Trustee for all Extraordinary Trust
Expenses exceeding the Maximum Reimbursable Amount (or for any other amount
specified by the party agreeing to indemnify the Trustee) and actually incurred
by the Trustee as of the date of such agreement, to the reasonable satisfaction
of the Trustee; provided that in no event shall the Trustee be released from its
obligations under the Trust Agreement until such seventh calendar day (or, if
such day is not a Business Day, the next succeeding day that is a Business Day).

         (b) Nothing in this Section 9.05 shall be construed to excuse the
Depositor from their respective indemnification obligations under Section 10.05.

                                       48
<PAGE>   57
                                   ARTICLE X

                             Concerning the Trustee

         SECTION 10.01. Duties of Trustee

         (a) The Trustee undertakes to perform such duties and only such duties
as are specifically set forth in the Trust Agreement. Any permissive right of
the Trustee enumerated in the Trust Agreement shall not be construed as a duty.

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

         (c) Upon a Security Default, a Credit Support Default, a default by the
Swap Counterparty in making any payment due under the Swap Agreement or a
default by the Swap Guarantor after the Trustee makes a demand under any Swap
Guarantee, the Trustee shall exercise such rights and powers vested in it by the
Trust Agreement, and shall use the same degree of care and skill in such
exercise as a prudent Person would use under the circumstances in the conduct of
such Person's own affairs.

         (d) In the event that the Authentication Agent, the Paying Agent or the
Certificate Registrar fails to perform any obligation, duty or agreement in the
manner in which or on the day on which such obligation, duty or agreement is
required to be performed by it under the Trust Agreement, the Trustee shall be
obligated promptly upon its knowledge thereof to perform such obligation, duty
or agreement in the manner so required.

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

                  (i) the duties and obligations of the Trustee shall be
         determined solely by the express terms of the Trust Agreement, the
         Trustee shall not be liable except for the performance of such duties
         and obligations as are specifically set forth in the Trust Agreement,
         no implied covenants or obligations (except for a fiduciary duty to the
         beneficiaries of the Trust) shall be read into the Trust Agreement
         against the Trustee and, in the absence of negligence, bad faith or
         willful misconduct on the part of the Trustee, the Trustee may


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<PAGE>   58
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee that conform to the requirements of
         the Trust Agreement;

                  (ii) the Trustee shall not be personally liable for any error
         of judgment made in good faith by a Responsible Officer or Responsible
         Officers of the Trustee; and

                  (iii) except with respect to actions or duties required to be
         taken or performed, as applicable, by the Trustee under the express
         terms of the Trust Agreement, the Trustee shall not be required to
         expend or risk its own funds or otherwise incur financial liability in
         the performance of any of its duties or in the exercise of any of its
         rights or powers under the Trust Agreement if there is reasonable
         ground for believing that the repayment of such funds or adequate
         indemnity against such risk or liability is not reasonably assured to
         it.

         SECTION 10.02. Certain Matters Affecting the Trustee

         (a) Except as otherwise provided in Section 10.01:

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

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

                  (iii) except for the duties and obligations of the Trustee
         expressly created by the Trust Agreement, the Trustee shall be under no
         obligation to exercise any of the trusts or powers vested in it by the
         Trust Agreement or to institute, conduct or defend any litigation
         thereunder or in relation thereto, at the request, order or direction
         of any of the Certificateholders, pursuant to the terms of the Trust
         Agreement, unless such Certificateholders or the Depositor have, to the
         reasonable satisfaction of the Trustee, offered to the Trustee security
         or indemnity against the costs, expenses and liabilities which may be
         incurred in connection therewith;

                  (iv) the Trustee shall not be personally liable for any action
         taken, suffered or omitted by it in good faith and believed by it to be
         authorized or


                                       50
<PAGE>   59
         within the discretion or rights or powers conferred upon it by the
         Trust Agreement;

                  (v) the Trustee shall not be bound to make any investigation
         into the facts of matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, appraisal, approval, bond or other paper or document reasonably
         believed by it to be genuine;

                  (vi) the Trustee may execute any of the trusts or powers or
         perform any duties under the Trust Agreement either directly or by or
         through agents or attorneys or a custodian or administrative agent;

                  (vii) the Trustee shall not be personally liable for any loss
         resulting from the investment of funds held in the Certificate Account
         in accordance with Section 3.05;

                  (viii) the Trustee shall not be deemed to have notice or
         knowledge of any matter unless the Trustee has received written notice
         thereof at the Corporate Trust Office and such notice references the
         Certificates or the Trust Agreement; and

                  (ix) the Trustee shall have the power to sell Securities or
         other Trust Property, in accordance with Articles IX and XI, through
         the Selling Agent or, if the Selling Agent has resigned or declined to
         sell some or all of the Securities, any broker selected by the Trustee
         (with the consent of the Depositor) with reasonable care, in an amount
         sufficient to pay any amount due to the Swap Counterparty under the
         Swap Agreement, prior to the distribution of funds to
         Certificateholders. The Selling Agent or such broker shall be
         instructed by the Trustee to sell Trust Property in a reasonable manner
         designed to maximize the sale proceeds.

         (b) All rights of action under the Trust Agreement or the Certificates
that are enforceable by the Trustee may be enforced by it without the possession
of any of the Certificates, or the production thereof at any Proceeding relating
thereto, and any Proceeding instituted by the Trustee shall be brought in its
name for the benefit of all the Certificateholders, subject to the terms of the
Trust Agreement.

         SECTION 10.03. Limitation on Liability of Trustee

         The Trustee assumes no responsibility for the correctness of the
recitals or any other factual statements contained in the Trust Agreement, the
Certificates, the Swap Agreement and any Swap Guarantee, or in any document
issued in connection with the sale of the Certificates. The sole obligor (i)
with respect to the Securities, shall be the Security Issuer, (ii) with respect
to the Swap Agreement, shall be the Swap Counterparty and (iii) with respect to
any Swap Guarantee, shall be any Swap Guarantor. Except as set forth in Section
10.11, the Trustee makes no representations or warranties as to the


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<PAGE>   60
validity or sufficiency of the Trust Agreement, the Certificates (other than
with respect to the signature and authentication thereof), the Securities, the
Swap Agreement, any Swap Guarantee or of any related document. The Trustee shall
not be accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of the Certificates, or for the use or
application of any funds paid to the Depositor or the Swap Counterparty in
respect of the Securities. The Certificates do not represent interests in or
obligations of the Trustee and the Trustee shall not be responsible or
accountable for any tax, accounting or other treatment proposed to be applied to
the Certificates or any interest therein, except as expressly provided in the
Trust Agreement.

         SECTION 10.04. Trustee May Own Certificates

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

         SECTION 10.05. Trustee Fees and Expenses; Limited Indemnification

         (a) As compensation for its regular and customary services and in
payment of its regular and customary expenses under the Trust Agreement
(including the reasonable compensation, expenses and disbursements of its
counsel for regular and customary services hereunder) the Trustee shall be
entitled to the Trustee Fees (which shall not be limited by any provision of law
in regard to compensation or payment of a trustee of an express trust). The
Depositor agrees to pay the Trustee Fees when due in accordance with the Trustee
Fee Letter; provided, however, that, subject to paragraph (b) below, the
Depositor shall be under no obligation to make any other payment for any other
services and expenses, disbursements and advances of the Trustee.

         (b) The Trustee and any director, officer, employee or agent of the
Trustee shall be indemnified for, and held harmless against, by the Depositor,
any loss, liability or expense incurred in connection with any Proceeding
relating to the Trust Agreement, the Swap Agreement or the Certificates or the
performance of any of the Trustee's duties under the Trust Agreement, other than
any loss, liability or expense (i) that constitutes a specific liability of the
Trustee under the Trust Agreement or (ii) incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance, or reckless
disregard, of the Trustee's obligations thereunder (any such loss, liability or
expense, other than as described in clauses (i) and (ii) of this sentence, an
"Extraordinary Trust Expense"); provided, that the Depositor shall in no event
be obligated to indemnify the Trustee for any Extraordinary Trust Expenses to
the extent that such Extraordinary Trust Expenses, when aggregated with all
Extraordinary Trust Expenses previously indemnified, exceed the Maximum
Reimbursable Amount. Subject to the proviso to the immediately preceding
sentence, the indemnity for Extraordinary Trust Expenses shall survive the
termination of the Trust Agreement and any resignation or removal of the
Trustee. In the event that the Trustee is not indemnified by the Depositor,
whether due to the Depositor's bankruptcy or insolvency or for any other reason,
pursuant to the first


                                       52
<PAGE>   61
sentence of this paragraph (b), the Trustee shall nevertheless remain obligated
to perform its duties under the Trust Agreement. With respect to any Proceeding
of a type described in the first sentence of this paragraph (b): (i) the Trustee
shall give the Depositor notice thereof promptly upon obtaining knowledge
thereof; and (ii) while maintaining control over its own defense in any such
Proceeding, the Trustee shall consult with the Depositor in preparing such
defense.

         (c) The Trustee and any director, officer, employee or agent of the
Trustee shall be indemnified for, and held harmless against, by the
Certificateholders or the Swap Counterparty, as the case may be, any
Extraordinary Trust Expenses exceeding the Maximum Reimbursable Amount to the
extent, but only to the extent, expressly agreed by the Certificateholders or
the Swap Counterparty, as the case may be, pursuant to Section 9.05(a).

         SECTION 10.06. Eligibility Requirements for Trustee

         (a) The Trustee shall at all times satisfy the requirements of TIA
Section 310(a) and Section (a)(4)(i) of Rule 3a-7 under the Investment Company
Act. The Trustee shall at all times be a corporation which is not an Affiliate
of the Depositor (but may have normal banking relationships with the Depositor
or any obligor and their respective Affiliates with respect to the Securities)
organized and doing business under the laws of any State or the United States,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $100,000,000 and subject to supervision or
examination by Federal or State authorities, and the long-term debt obligations
of which are rated in one of the four highest categories assigned long-term debt
obligations by each of the Rating Agencies. If such corporation or association
publishes reports of conditions at least annually, pursuant to law or to the
requirements of any supervising or examining authority, then the combined
capital and surplus of such corporation or association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
conditions so published. In the event that at any time the Trustee shall cease
to be eligible in accordance with the terms of this Section 10.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
10.07.

         (b) The Trustee shall comply with Section 310(b) of the TIA.

         SECTION 10.07. Resignation or Removal of the Trustee

         (a) Subject to the last sentence of this paragraph (a), the Trustee may
at any time resign and be discharged from the Trust by giving written notice
thereof to the Depositor, the Swap Counterparty, the Swap Guarantor and all
Certificateholders. Upon receiving such notice of resignation, the Depositor,
with the consent of the Swap Counterparty and the Swap Guarantor (which consent
shall not be unreasonably withheld), shall as promptly as possible (and in any
event within 30 days after the date of such notice of resignation) appoint a
successor trustee by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee and to the successor trustee.


                                       53
<PAGE>   62
A copy of such instrument shall be delivered to the Certificateholders, the Swap
Counterparty and the Swap Guarantor by the Depositor. If no successor Trustee
has been so appointed and has accepted appointment within such 30-day period,
the Depositor or the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee. Upon any appointment of
a successor trustee pursuant to this paragraph (a), the resigning Trustee shall
be solely liable for (i) the payment of such successor trustee's fees and
expenses and (ii) provision of adequate indemnities satisfactory to such
successor trustee (it being understood that the indemnification obligations of
the Depositor pursuant to Section 10.05(b) shall inure to the benefit of such
successor trustee, but that any Extraordinary Trust Expense previously
indemnified by the Depositor shall reduce the Maximum Reimbursable Amount with
respect to such Successor trustee on a Dollar-for-Dollar basis). In the event
that the Trustee fails to satisfy the conditions contained in clauses (i) and
(ii) above, the Trustee may not resign pursuant to this paragraph (a).

         (b) If at any time the Trustee ceases to be eligible under Section
10.06 and fails to resign after a written request therefor by the Depositor, or
if at any time the Trustee becomes incapable of acting, or is adjudged bankrupt
or insolvent, or a receiver of the Trustee or of its property is appointed, or
any public officer takes charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may, with the consent of the Swap Counterparty and the Swap Guarantor
(which consent shall not be unreasonably withheld), remove the Trustee and
appoint a successor trustee by written instrument, in duplicate, which
instrument shall be delivered to the Trustee so removed and to the successor
trustee. A copy of such instrument shall be delivered to the Certificateholders,
the Swap Counterparty and the Swap Guarantor by the Depositor.

         (c) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the terms of this Section 10.07 shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 10.08.

         SECTION 10.08. Successor Trustee

         (a) Any successor trustee appointed as provided in Section 10.07 shall
execute, acknowledge and deliver to the Depositor and the predecessor trustee an
instrument accepting such appointment under the Trust Agreement, and thereupon
the resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor under the Trust Agreement, with like effect as if originally named
as trustee in the Trust Agreement. The predecessor trustee shall deliver to the
successor trustee all documents and statements held by it under the Trust
Agreement, and the Depositor and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations. No successor trustee shall accept

                                       54
<PAGE>   63
appointment as provided in this Section 10.8 unless at the time of such
acceptance it is eligible to serve as a trustee hereunder pursuant to Section
10.06.

         (b) Upon acceptance of appointment by a successor trustee as provided
in this Section 10.08, the Depositor shall provide notice thereof to each
Certificateholders and the Rating Agencies thereof.

         SECTION 10.09. Merger or Consolidation of Trustee

         Any corporation or association into which the Trustee may be merged or
converted or with which it may be consolidated or any corporation or association
resulting from any merger, conversion or consolidation to which the Trustee may
be a party, or any corporation or association succeeding to the business of the
Trustee, shall be the successor of the Trustee under the Trust Agreement,
provided such corporation or association is eligible to serve as a trustee
pursuant to Section 10.06, without the execution or filing of any paper or any
further act on the part of any of the parties to the Trust Agreement, anything
in the Trust Agreement to the contrary notwithstanding.

         SECTION 10.10. Appointment of Co-Trustee

         (a) Notwithstanding any other terms of the Trust Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any party of the Trust Property may at the time be located, the Depositor
and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee
to act as co-trustee or co-trustees, jointly with the Trustee, of all or any
part of the Trust Property, and to vest in such Person or Persons, in such
capacity, such title to the Trust Property, or any part thereof, and, subject to
the other terms of this Section 10.10, such powers, duties, obligations, rights
and trusts as the Depositor and the Trustee may consider necessary or desirable.
If the Depositor does not join in such appointment within 15 days after
receiving a request so to do, the Trustee alone shall have the power to make
such appointment. No co-trustee under the Trust Agreement shall be required to
be eligible to serve as a trustee pursuant to Section 10.06 and no notice to
Certificateholders of the appointment of a co-trustee or co-trustees shall be
required under this Section 10.10.

         (b) In the case of any appointment of a co-trustee pursuant to this
Section 10.10, all rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such co-trustee jointly, except to the extent that under any
law of any jurisdiction in which any particular act or acts are to be performed
by the Trustee, the Trustee shall be incompetent or unqualified to perform such
act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to such Trust Property or any portion thereof in
any such jurisdiction) shall be exercised and performed by such co-trustee at
the direction of the Trustee.

                                       55
<PAGE>   64
         (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the co-trustees, as effectively as if given
to each of them. Every instrument appointing any co-trustee shall refer to the
Trust Agreement and the conditions of this Article X. Each co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, jointly with the Trustee subject to
all the terms of the Trust Agreement, specifically including every provision of
the Trust Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Each such instrument shall be filed with
the Trustee.

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

         SECTION 10.11. Representations and Warranties of Trustee

         (a) The Trustee represents and warrants, for the benefit of the
Depositor and the Certificateholders, that, as of the Closing Date or as of such
other date specified in the Trust Agreement:

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

                  (ii) the Trustee has full power, authority and right to
         execute, deliver and perform its duties and obligations under the Trust
         Agreement, the Certificates and the Swap Agreement and has taken all
         necessary action to authorize the execution, delivery and performance
         by it (or, with respect to the Certificates, by an Authenticating Agent
         on its behalf, if applicable) of the Trust Agreement, the Certificates
         and the Swap Agreement;

                  (iii) each of the Trust Agreement, the Certificates and the
         Swap Agreement has been duly executed and delivered by the Trustee (or,
         with respect to the Certificates, by an Authenticating Agent on its
         behalf, if applicable) and each of the Trust Agreement, the
         Certificates and the Swap Agreement constitutes the legal, valid and
         binding obligation of the Trustee, enforceable in accordance with the
         terms thereof, subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium or similar laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles;

                                       56
<PAGE>   65
                  (iv) the execution and delivery of the Trust Agreement, the
         Certificates and the Swap Agreement by the Trustee and its performance
         of and compliance with the terms of the Trust Agreement, the
         Certificates and the Swap Agreement will not violate the Trustee's
         articles of incorporation, association or other constitutive documents
         or by-laws or constitute a default under, or result in the breach or
         acceleration of, any material contract, agreement or other instrument
         to which the Trustee is a party or by which the Trustee is bound or to
         which the Trustee or any of its assets is subject;

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

                  (vi) there are no actions or proceedings against, or
         investigations of, the Trustee pending, or, to the knowledge of the
         Trustee, threatened, before any court, administrative agency or other
         tribunal (A) that could reasonably be expected to prohibit its entering
         into the Trust Agreement or the Swap Agreement or to render the
         Certificates invalid, (B) seeking to prevent the issuance of the
         Certificates or the consummation of any of the transactions
         contemplated by the Trust Agreement or the Swap Agreement or (C) that
         could reasonably be expected to prohibit or materially and adversely
         affect the performance by the Trustee of its obligations under, or the
         validity or enforceability of, the Trust Agreement, the Certificates
         and the Swap Agreement; and

                  (vii) no consent, approval, authorization or order of any
         court or governmental agency or body is required for the execution,
         delivery and performance by the Trustee of, or compliance by the
         Trustee with, the Trust Agreement, the Certificates and the Swap
         Agreement, or for the consummation of the transactions contemplated by
         the Trust Agreement or the Swap Agreement, except for such consents,
         approvals, authorizations and orders, if any, that have been obtained
         prior to the Closing Date.

         (b) Within 30 days of discovery or receipt of notice by the Trustee
that any of its representations and warranties in paragraph (a) above is
inaccurate in any material respect, the Trustee shall take such steps as may be
required to ensure that the relevant representation and warranty becomes
accurate as soon as practicable under the circumstances. The Trustee shall
promptly cure such breach in all material respects.

                                       57
<PAGE>   66
         SECTION 10.12. Non-Petition

         Prior to the date that is one year and one day after all distributions
in respect of the Certificates have been made, neither the Trustee nor the
Depositor shall take any action, or institute or join in any proceeding, against
the other or against the Trust under the U.S. Bankruptcy Code or any other
liquidation, insolvency, bankruptcy, moratorium, reorganization or similar law
applicable to either of them, now or hereafter in effect, or which would be
reasonably likely to cause the other or the Trust to be subject to, or seek the
protection of, any such law. In the event that the Trustee appoints any
co-trustee, Paying Agent, Authenticating Agent, Selling Agent or any other agent
in accordance with the Trust Agreement, such co-trustee or agent shall agree in
writing (i) to be bound by the terms of this Section 10.12 as if it were a party
to the Trust Agreement and (ii) that it shall not have any recourse to the Trust
or the Trust Property.

                                   ARTICLE XI

                                   Termination

         SECTION 11.01. Termination of the Trust

         (a) Except as otherwise provided in Article IX, the respective
obligations and responsibilities of the Depositor and the Trustee under the
Trust Agreement (other than the obligations imposed by Section 10.05(b) and the
obligations of the Trustee to provide reports and other information under the
Trust Agreement and to make distributions to the Certificateholders in
accordance with paragraph (c) below) shall terminate upon the distribution to
the Certificateholders of all amounts held in the Certificate Account and
required to be paid to the Certificateholders pursuant to the Trust Agreement;
provided, however, that in no event shall the Trust continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Queen Elizabeth II of England, living on the date of the Trust Agreement.

         (b) Written notice of termination shall be provided to each
Certificateholder, the Depositor, the Swap Counterparty, the Swap Guarantor and
the Rating Agencies within 10 Business Days from such termination, unless such
termination occurs on the Scheduled Final Distribution Date.

         On the Scheduled Final Distribution Date, the Trustee shall distribute
to each holder presenting and surrendering its Certificates (or delivering such
security or indemnity to the Trustee as the Trustee may require to save the
Trustee and hold the Trustee harmless) the amount distributable on such date
pursuant to Section 4.01. Any funds not distributed on such date shall be set
aside and held in trust for the benefit of Certificateholders either (i) not
presenting and surrendering their Certificates in the aforesaid manner or (ii)
not delivering such security or indemnity to the Trustee, and shall be disposed
of in accordance with this Section 11.01(c) and Section 4.01. Immediately
following the deposit of such funds, the Trust shall terminate.

                                       58
<PAGE>   67
                                  ARTICLE XII

                               Miscellaneous Terms

         SECTION 12.01. Amendment of Trust Agreement

         (a) The Trust Agreement may be amended from time to time by the
Depositor and the Trustee without the consent of any of the Certificateholders,
upon delivery by the Depositor of an Opinion of Counsel acceptable to the
Trustee to the effect that such amendment will not adversely affect in any
material respect the interests of any Certificateholder, for any of the
following purposes: (i) to cure any ambiguity; (ii) to correct or supplement any
provision which may be inconsistent with any other provision or with the Terms
Schedule; (iii) to add or supplement Credit Support for the benefit of
Certificateholders; (iv) to add to the covenants, restrictions or obligations of
the Depositor or the Trustee for the benefit of any Certificateholders; (v) to
comply with any requirements imposed by the Code or other applicable law; (vi)
to amend the definitions of Trigger Amount and Maximum Reimbursable Amount so as
to increase, but not decrease, the respective amounts contained in such
definitions or to otherwise amend or waive the terms of Section 10.05(b) in any
manner which shall not adversely affect the Certificateholders in any material
respect; (vii) to evidence and provide for the acceptance of appointment under
the Trust Agreement by a successor Trustee; (viii) to add, change or eliminate
any other provisions so long as any such addition, change or elimination would
not, as evidenced by an Opinion of Counsel, result in a sale or exchange of any
Certificate or any asset held by the Trust for tax purposes; or (ix) to add or
change any of the terms of the Trust Agreement as may be necessary to provide
for or facilitate the administration of the Trust. In the case of any such
amendment, the Trustee shall send a notice describing the amendment to the
Rating Agencies.

         (b) In addition to the foregoing, the Trust Agreement may also be
modified or amended from time to time by the Depositor and the Trustee, with the
consent of Certificateholders representing more than 50% of the Principal
Balance (or Notional Amount, as applicable), for the purpose of adding, changing
or eliminating any provision or modifying the rights of Certificateholders. In
the case of any such modification or amendment, the Rating Agency Condition
shall be satisfied or, if it is not satisfied, Certificateholders representing
100% of the Principal Balance (or Notional Amount, as applicable) shall have
consented to such modification or amendment after being notified that the Rating
Agency Condition is not satisfied.

         (c) Certificateholders representing more than 50% of the Principal
Balance (or Notional Amount, as applicable), may, on behalf of all
Certificateholders (i) waive compliance by the Depositor or the Trustee with any
restrictive provisions of the Trust Agreement before the time for such
compliance or (ii) waive any past default under the Trust Agreement (it being
understood that this provision shall not apply to the waiver of any default
constituting a Trust Wind-Up Event or Liquidation Event), except for (A) any
such default resulting from any failure to distribute amounts received as
principal of (and


                                       59
<PAGE>   68
premium, if any) or any interest on any Certificate and (B) any such default in
respect of any covenant or provision the modification or amendment of which
would require the consent of the holder of each outstanding Certificate affected
by the default.

         (d) Promptly after the execution of any amendment, modification or
waiver made in accordance with paragraph (a), (b) or (c) above, the Trustee
shall furnish a copy of such amendment, modification or waiver to each
Certificateholder.

         (e) Notwithstanding the foregoing: (i) no amendment to or modification
of the Trust Agreement shall be permitted unless the Trustee first receives an
Opinion of Counsel that such amendment or modification will not alter the
classification of the Trust for U.S. federal income tax purposes; (ii) the
Trustee shall not agree to any amendment to or modification of the Trust
Agreement that would affect the rights or obligations of the Swap Counterparty
without first obtaining the approval of the Swap Counterparty to such amendment
or modification.

         SECTION 12.02. Counterparts

         The Trust Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute but one and the same instrument.

         SECTION 12.03. Limitation on Rights of Certificateholders

         (a) The death or incapacity of any Certificateholder shall not operate
to terminate the Trust Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations and liabilities of the
parties thereto or any of them.

         (b) Except as otherwise expressly provided herein, no Certificateholder
shall have any right to control the operation and management of any Trust
Property, or the obligations of the parties with respect thereto, nor shall
anything set forth in the Trust Agreement, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to the Trust Agreement pursuant to any provision
thereof.

         (c) No Certificateholder shall have any right by virtue of any
provision of the Trust Agreement to institute or join in any Proceeding under or
with respect to the Trust Agreement.

         SECTION 12.04. Governing Law

         These Standard Terms shall be governed by, and construed in accordance
with, the laws of the State of New York.

                                       60
<PAGE>   69
         SECTION 12.05. Notices

         All directions, demands and notices under the Trust Agreement shall be
in writing and shall be delivered to the offices of the Trustee or the
Depositor, as the case may be, specified in the offering documents for the
Certificates. Unless otherwise specified in the Terms Schedule, any notice
required to be furnished to a holder of a Registered Certificate shall be (i)
sent by facsimile to such number as may be specified therefor by such holder to
the Trustee or (ii) mailed to the address of such holder set forth in the
applicable Certificate Register. Any notices so sent by facsimile shall be
effective upon confirmation (including electronic confirmation) of effective
transmission. Any notice so mailed within the time prescribed in the Trust
Agreement shall be presumed to have been given when mailed, whether or not the
Certificateholder actually receives such notice.

         Notice shall be presumed to be furnished to holders of Bearer
Certificates (i) if published in a leading daily newspaper of general
circulation in such city or cities as may be specified in such Certificates on a
Business Day and (ii) in the case of a Global Certificate, if also delivered to
Euroclear or Clearstream, as applicable, for communication by them to the
persons shown in their respective records as having interests therein. If it
becomes impracticable to publish any notice to holders of Bearer Certificates as
provided above, then such notice shall be given in such manner as may be
approved by the Trustee and the Depositor.

         SECTION 12.06. Severability of Terms

         If any one or more of the covenants, agreements or terms of the Trust
Agreement for any reason whatsoever is held invalid or unenforceable, then such
covenants, agreements or terms shall be deemed severable from the remaining
covenants, agreements or terms of the Trust Agreement and such invalidity or
unenforceability shall in no way affect the validity or enforceability of the
other terms of the Trust Agreement or of the Certificates or the rights of the
holders thereof.

         SECTION 12.07. Perfection of Swap Counterparty Security Interest

         At the request of the Swap Counterparty, the Trustee shall assist the
Swap Counterparty in the perfection of the security interest in the Trust
Property described in Section 3.07 and granted by the Trust to the Counterparty
under the Swap Agreement.

         SECTION 12.08. No Recourse

         Each Certificateholder by accepting a Certificate acknowledges that
such Certificateholder's Certificates represent beneficial interests in the
Trust only and do not represent interests in or obligations of the Depositor,
the Trustee, the Swap Counterparty, the Swap Guarantor or any Affiliate of the
foregoing Persons, and there shall be no recourse against any such Persons or
their respective assets, except as may be expressly set forth in the Trust
Agreement, the Swap Agreement or the Certificates.

                                       61
<PAGE>   70
         SECTION 12.09. Conflict With Trust Indenture Act

         (a) The Trust Agreement shall be subject to the provisions of the TIA
that are required to be a part of the Trust Agreement and shall, to the extent
applicable, be governed by those provisions. If any provision of the Trust
Agreement limits, qualifies or conflicts with a provision of the TIA which is
required under the TIA to be a part of and govern the Trust Agreement, the
latter provision shall control. If any provision of the Trust Agreement modifies
or excludes any provision of the TIA which may be so modified or excluded, the
latter provision shall be deemed to apply to the Trust Agreement as so modified
or to be excluded, as the case may be.

         (b) Without limiting the generality of paragraph (a) above, the
provisions of TIA Sections 310 through 317 that impose duties on any Person
(including the provisions automatically deemed to be included therein unless
expressly excluded by the Trust Agreement) are a part of and govern the Trust
Agreement, whether or not physically contained therein.

         (c) Except as expressly provided in the Trust Agreement, all provisions
therein specifically referencing the TIA shall be inapplicable until such time
as the Trust Agreement is qualified under the TIA.



                                       62
<PAGE>   71
                                                                       EXHIBIT A


                             FORM OF TRUST AGREEMENT

         TRUST AGREEMENT made as of the __ day of _______, 20__, by and between
Credit And Asset Repackaging Vehicle Corporation, as depositor (the
"Depositor"), and Wells Fargo Bank Minnesota, National Association, as trustee
(the "Trustee"), consisting of this agreement and Schedules I, II and III
attached hereto, which Schedules are made a part hereof and are hereinafter
referred to collectively as the "Terms Schedule". The terms of the Standard
Terms for Trust Agreements, dated August  , 2001 (the "Standard Terms"), agreed
between the Depositor and the Trustee are, except to the extent otherwise
expressly specified herein, hereby incorporated by reference herein in their
entirety with the same force and effect as though set forth herein. Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the Standard Terms. The words "herein", "hereof", "hereunder", "this
Trust Agreement" and other words of similar import refer to this agreement
including the Terms Schedule and the Standard Terms so incorporated by
reference.

         WHEREAS, the Depositor and the Trustee desire to establish the trust
identified in Schedule I attached hereto (the "Trust") for the primary purposes
of (i) holding the Securities, (ii) entering into the Swap Agreement with the
Swap Counterparty and (iii) issuing the Certificates;

         WHEREAS, the Depositor desires that the beneficial interests in the
Trust be divided into transferable fractional shares, such shares to be
represented by the Certificates;

         WHEREAS, the Depositor desires to appoint the Trustee as trustee of the
Trust and the Trustee desires to accept such appointment;

         WHEREAS, the Depositor desires to transfer to the Trust, without
recourse, and the Trust desires to acquire, all of the Depositor's right, title
and interest in, to and under the Securities and other property identified in
Schedule II to the Trust Agreement (the "Trust Property"); and

         WHEREAS, the Trust desires to acquire the Trust Property specified
herein in consideration for issuing Certificates having an initial Principal
Balance (or Notional Amount, as applicable) identified in Schedule I attached
hereto, subject to the terms and conditions specified in the Trust Agreement;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto hereby agree
as follows:

1. The Depositor hereby appoints the Trustee as trustee of the Trust and
requests the Trustee to receive (i) the Securities and any related documents,
(ii) the Swap Agreement,


                                       A-1
<PAGE>   72
(iii) any Swap Guarantee and (iv) the documents specified in the Swap Agreement
(in Part 3 of the Schedule to the ISDA Master Agreement).

2. The Trustee hereby accepts the appointment referred to in Section 1 and
declares that it will hold the assets referred to in Section 1 and all other
assets comprising the Trust Property in trust, for the exclusive use and benefit
of all present and future Certificateholders and for the purposes and subject to
the terms and conditions set forth in the Trust Agreement.

3. It is intended that the Trust be classified as a [grantor trust] for U.S.
federal income tax purposes and the Trustee hereby agrees, and each
Certificateholder by acquiring one or more Certificates agrees, to take no
action or reporting position that is inconsistent with such classification.

4. This Trust Agreement and each Certificate issued hereunder shall be governed
by, and construed in accordance with, the laws of the State of New York.

         The Federal and State courts in the Borough of Manhattan in The City of
New York shall have non-exclusive jurisdiction in respect of any Proceeding
arising out of or relating to this Trust Agreement or any Certificate.

5. This agreement may be executed simultaneously in any number of counterparts,
each of which shall be deemed to be an original, and all of which together shall
constitute but one and the same instrument.

         IN WITNESS WHEREOF, each of the Depositor and the Trustee has caused
this instrument to be executed by its duly authorized officer as of the date
first written above.

                                          CREDIT AND ASSET REPACKAGING
                                            VEHICLE CORPORATION, as Depositor

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


                                       A-2
<PAGE>   73
                                          WELLS FARGO BANK MINNESOTA,
                                            NATIONAL ASSOCIATION, as Trustee on
                                            behalf of the Trust identified in
                                            Schedule I hereto, and not in its
                                            individual capacity

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

       Attachments: Terms Schedule (consisting of Schedules I, II and III)




                                       A-3
<PAGE>   74
                                   SCHEDULE I

                        (Terms of Trust and Certificates)
<TABLE>
<CAPTION>
<S>                                           <C>
  Trust:                                      Public Credit and Repackaged Securities(SM)
                                              (PCARS)(SM) Trust Series __
  Class of Certificates:
  Date of Trust Agreement:
  Trustee:
  Notional Amount:
  Issue Price:
  Closing Date:
  Specified Currency:                         [if not United States dollars]
  Exchange Rate Agent:                        [if not Goldman Sachs]
  Business Day:
  Interest Rate:                              [Swap Rate] [other]
  Calculation Agent:                          [Swap Calculation Agent] [other]
  Rating:
  Rating Agencies:
  Method of Distribution:
  Distribution Dates:
  Record Dates:
  Scheduled Final Distribution Date:
  Allocation of Voting Rights:                [if not pro rata]
  Form of Certificate:                        [Global/Definitive] [Registered/Bearer]
  Depositary:                                 [if not DTC]
  Alternative ERISA Restrictions:             [Apply] [Do Not Apply]
  Deemed Representations:                     [Apply] [Do Not Apply]
  Additional Trust Wind-Up Event:
  Trigger Amount:
  Maximum Reimbursable Amount:
  Terms of Retained Interest:
  Callable Series:
  Call Right Terms and Notice:                [if other than as specified in Section 12.05]
  Issuance of Additional Certificates:
  Notice Mechanics:
  Additional Reports:                         [Accountants' Statement]
                                              [Statement of Officers of the Trustee]
  Other Terms:
</TABLE>




                                      A-I-1
<PAGE>   75
                                   SCHEDULE II

                            (Terms of Trust Property)
<TABLE>
<CAPTION>
<S>                                       <C>
Concentrated Securities:
Other Securities:
Security Issuer:
Principal Amount:
Security Rate:
Credit Ratings:
Listing:
Security Issuance Agreement:
Events of Security Default:
Form of Security:
Currency of Denomination:
Acquisition Price by Trust:               Certificates having an initial [Principal Balance]
                                          [Notional Amount] of [$______].
Security Payment Date:
Original Issue Date:
Maturity Date:
Sinking Fund Terms:
Redemption Terms:
CUSIP No./ISIN No.:
Security Trustee:
Available Information Regarding the       [[name of issuer of Securities] is subject to the
Security Issuer:                          informational requirements of the Securities Exchange
                                          Act of 1934, as amended, and in accordance therewith
                                          files, reports and other information with the
                                          Securities and Exchange Commission (the
                                          "Commission"). Such reports and other information can
                                          be inspected and copied at the public reference
                                          facilities maintained by the Commission at 450 Fifth
                                          Street, N.W., Washington, D.C. 20549 and at the
                                          Regional Offices of the Commission, at 7 World Trade
                                          Center, 13th Floor, New York, New York 10048 and
                                          Northwest Atrium Center, 500 West Madison Street,
                                          Chicago, Illinois 60661. Copies of such materials can
                                          be obtained from the Public Reference Section of the
                                          Commission at 450 Fifth Street, N.W., Washington,
                                          D.C. 20549 at prescribed rates.] [In addition,
                                          [attached to the Prospectus is a copy of] [name of
                                          issuer of Securities] has also filed with the
                                          Commission] a Prospectus, dated ________ __, ____,
                                          relating to the original offering of the Securities.]
</TABLE>



                                     A-II-1
<PAGE>   76
Cut-Off Date:
Selling Agent:                            [if not Goldman Sachs]
Credit Support:
Credit Support Default:
Other Trust Property:





                                     A-II-2
<PAGE>   77
                                  SCHEDULE III

                                (Swap Agreement)


  Swap Agreement:
  Swap Counterparty:
  Swap Guarantee (if any):
  Swap Notional Amount:
  Swap Payment Date:
  Swap Rate:





                                     A-III-1
<PAGE>   78
                                                                       EXHIBIT B

                               FORM OF CERTIFICATE

[In the case of a Global Certificate representing Registered Certificates,
insert the following - THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE
MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A CERTIFICATE REGISTERED, AND NO TRANSFER OF THIS
CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT.]

[In addition, in the case of a Global Certificate for which DTC is acting as
Depositary, insert the following - UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[In the case of a Bearer Certificate, insert the following - ANY U.S. PERSON WHO
HOLDS THIS OBLIGATION SHALL BE SUBJECT TO LIMITATIONS UNDER U.S. INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.]



                                      B-1
<PAGE>   79
Certificate Number                               Number of Trust Certificates
                                                             Fractional Share

                                 CUSIP NO. [__]

                             Certificate Evidencing
     Public Credit And Repackaged Securities(SM) (PCARS)(SM) Trust Certificates
                                     Series

         This certifies that [in the case of a Registered Certificate, insert
the following -              (the "Holder") is the registered] [in the case of a
Bearer Certificate, insert the following - the bearer hereof (the "Bearer") is
the] owner of        Certificates of Public Credit and Repackaged Securities(SM)
(PCARS)(SM) Trust Series      (the "Trust") representing an undivided fractional
interest in the Trust Property (the "Certificates").

         The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Certificates evidenced hereby are set forth
in, and this certificate and such Certificates are issued and shall in all
respects be subject to the terms and provisions of, the Trust Agreement of the
Trust, dated as of            , by and between Credit And Asset Repackaging
Vehicle Corporation, as depositor, and Wells Fargo Bank Minnesota, National
Association, as trustee (the "Trustee"), as the same may be amended or
supplemented from time to time (the "Trust Agreement"). The Trustee will furnish
a copy of the Trust Agreement to the [Holder] [Bearer] without charge upon
written request to the Trustee at its principal place of business or registered
office. All capitalized terms used and not otherwise defined herein shall have
the respective meanings assigned to them in the Trust Agreement.

         The amount due on the Certificates evidenced hereby on any Distribution
Date shall be determined by multiplying the Fractional Share stated on this
certificate by the amount of the Available Funds to be distributed on such
Distribution Date.

         [If applicable, specify principal terms of any Call Right.]

         Upon execution of the certificate of authentication hereon by a
Responsible Officer of the Trustee or an authorized officer of the
Authenticating Agent and receipt of this certificate by the [Holder] [Bearer],
the [Holder] [Bearer] shall be bound by the Trust Agreement and entitled to the
benefits thereunder.

         [In the case of a Registered Certificate, insert the following - The
Certificates evidenced hereby are transferable on the books and records of the
Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed or accompanied by a written instrument of transfer in
proper form, in accordance with Section 5.04 of the Trust Agreement.]

         This certificate and the Certificates evidenced hereby shall be
governed by, and construed in accordance with, the laws of the State of New
York.

                                      B-2
<PAGE>   80
         IN WITNESS WHEREOF, the Trustee, on behalf of the Trust, and not in its
individual capacity, has caused this certificate to be duly executed.

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

                                      By:   Wells Fargo Bank Minnesota, National
                                            Association, as Trustee

                                            By:
                                               ---------------------------------
                                                  Authorized Signatory
DATED:

[SEAL]




                                      B-3
<PAGE>   81
                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificate Documents referred to in the
within-mentioned Trust Agreement.

                                     [________________________], [Authenticating
                                     Agent for the] [as] Trustee

                                     By:
                                        ----------------------------------------
                                        Authorized Signatory






                                      B-4
<PAGE>   82
                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers the
Certificates to:



--------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)



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

--------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)


and irrevocably appoints
                        --------------------------------------------------------

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

agent to transfer the Certificates on the books of the Trust. The agent may
substitute another individual to act for him or her.

Date:
     -----------------------------

Signature:
        ------------------------------------------------------------------------
       (Sign exactly as your name appears on the other side of this certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.




                                      B-5