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                                                                    Exhibit 10.1
(MULTICURRENCY -- CROSS BORDER)

                                     ISDA(R)

                  International Swap Dealers Association, Inc.


                                MASTER AGREEMENT

                               dated as of --

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

         Accordingly, the parties agree as follows: --

1.       INTERPRETATION

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

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

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

2.       OBLIGATIONS

         (a) GENERAL CONDITIONS.

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

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

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

         (b) CHANGE OF ACCOUNT. Either party may change its account for
receiving a payment or delivery by giving notice to the other party at least
five Local Business Days prior to the scheduled date for the payment or


       Copyright(c) 1992 by International Swap Dealers Association, Inc.

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delivery to which such change applies unless such other party gives timely
notice of a reasonable objection to such change.

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

             (i)  in the same currency; and

             (ii) in respect of the same Transaction,

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

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

         (d) DEDUCTION OR WITHHOLDING FOR TAX.

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

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

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

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

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

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

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

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

             (ii) LIABILITY. If:--

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

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

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

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

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

3.       REPRESENTATIONS

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

         (a) BASIC REPRESENTATIONS.

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

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

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

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

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

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

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

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

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

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

4.       AGREEMENTS

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

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

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

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

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

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

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

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

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

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

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

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

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

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

             (iii) CREDIT SUPPORT DEFAULT.

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

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

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

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



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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

6.       EARLY TERMINATION

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

         (b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

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

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

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

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

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

                                      -8-
<PAGE>   9

             (iv) RIGHT TO TERMINATE. If: --

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

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

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

         (c) EFFECT OF DESIGNATION.

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

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

         (d) CALCULATIONS.

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7.       TRANSFER

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

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

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

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

8.       CONTRACTUAL CURRENCY

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

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

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

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

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

9.       MISCELLANEOUS

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

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

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

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

         (e)      COUNTERPARTS AND CONFIRMATIONS.

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

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

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

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

                                      -12-
<PAGE>   13

10.      OFFICES; MULTIBRANCH PARTIES

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

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

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

11.      EXPENSES

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

12.      NOTICES

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

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

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

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

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

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

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

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

13.      GOVERNING LAW AND JURISDICTION

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

                                      -13-
<PAGE>   14

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

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

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

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

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

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

14.      DEFINITIONS

         As used in this Agreement: --

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

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

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

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

         "APPLICABLE RATE" means: --

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

                                      -14-
<PAGE>   15

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -15-
<PAGE>   16

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

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

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

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

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

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

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

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

                                      -16-
<PAGE>   17

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Goldman Sachs Capital Markets, L.P.             Public Credit and Repackaged
                                                Securities(SM) (PCARS)(SM) Trust
                                                Series --

By:                                             By:
   ____________________________                    ___________________________
   Name:                                           Name:
   Title:                                          Title:
   Date:                                           Date:

                                        -18-
<PAGE>   19



                                     ISDA(R)
                  International Swap Dealers Association, Inc.


                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT

                               dated as of --
                                     between
                       GOLDMAN SACHS CAPITAL MARKETS, L.P.
                                   ("Party A")
                                       and
    PUBLIC CREDIT AND REPACKAGED SECURITIES(SM) (PCARS)(SM) TRUST SERIES --
                                   ("Party B")

Part 1.          TERMINATION PROVISIONS.

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

                 Section 5(a)(v), none specified
                 Section 5(a)(vi), none specified
                 Section 5(a)(vii), none specified
                 Section 5(b)(iv), none specified

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


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


 (c)             "BANKRUPTCY". Section 5(a)(vii)(9) is amended by inserting the
                 word "formal" between the words "any" and "action", and
                 deleting the words "in furtherance of, or". In addition, with
                 respect to Party B only, Section 5(a)(vii) shall apply with the
                 following amendments:

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

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

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

                                       S-1
<PAGE>   20


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

(e)               EARLY TERMINATION. For purposes of Section 6(a), each
                  Transaction shall be deemed to be "outstanding" until all
                  obligations (including payment, delivery and exchange
                  obligations) in respect of such Transaction have been fully
                  discharged and satisfied. The "AUTOMATIC EARLY TERMINATION"
                  provisions of Section 6(a) shall not apply to Party A or Party
                  B; provided, however, that in the case of any Event of Default
                  of a type specified in Section 5(a)(vii)(1), (3), (4), (5),
                  (6) or, to the extent analogous thereto, (8), in each case
                  that is governed by a system of laws that does not permit
                  termination of all outstanding Transactions to take place upon
                  or after the occurrence of such Event of Default in accordance
                  with the terms of this Agreement, then the Automatic Early
                  Termination provisions of Section 6(a) shall apply to Party A
                  and Party B.


(f)               PAYMENTS ON EARLY TERMINATION. "Second Method Loss" shall
                  apply for purposes of Section 6(e); provided that, if the
                  Early Termination Date results solely from an Event of Default
                  or Termination Event with respect to which Party A is the
                  Defaulting Party or Affected Party, as the case may be, then,
                  notwithstanding Part 5(f) below, any payment otherwise due
                  from Party B to Party A pursuant to Section 6(e) shall be
                  subordinated in right of payment to any and all claims by
                  Certificateholders (as defined in the Trust Agreement) against
                  Party B under the Trust Agreement.


(g)               "TERMINATION CURRENCY" means USD.



(h)               ADDITIONAL TERMINATION EVENT shall apply. Each of the
                  following shall constitute an Additional Termination Event:


                  (i) TRUST WIND-UP EVENT. A Trust Wind-Up Event (as defined in
                  the Trust Agreement) shall occur. In this case, all
                  Transactions shall be Affected Transactions. In the case of
                  any Trust Wind-Up Event of a type specified in clause (a),
                  (b), (c), (d), (g) or (h) of Section 9.01 of the Standard
                  Terms included in the Trust Agreement, Party B shall be the
                  Affected Party. In the case of any Trust Wind-Up Event of a
                  type specified in clause (e) and (f) of Section 9.01 of the
                  Standard Terms included in the Trust Agreement, Party A shall
                  be the Affected Party. In the case of any Trust Wind-Up Event
                  of a type specified in clause (i) of Section 9.01 of the
                  Standard Terms included in the Trust Agreement, the party
                  specified in the relevant Confirmation hereunder shall be the
                  Affected Party.


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


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


PART 2            TAX REPRESENTATIONS.


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


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

                                      S-2
<PAGE>   21

                  (i) the accuracy of any representation made by the other party
                  pursuant to Section 3(f);

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


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

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


(b)               PAYEE TAX REPRESENTATIONS. None.


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



<TABLE>
<CAPTION>

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

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

Party B                        Certified copy of the Trust Agreement.         As soon as practicable                    Yes
                                                                              after the execution of
                                                                              this Agreement.

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

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

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


PART 4.  MISCELLANEOUS.


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

         (i)      Address for notices or communications to Party A: -- Goldman
                  Sachs Capital Markets, L.P. Attention: -- Facsimile No.: --
                  Telephone No.: --


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

                 -- Attention:

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

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

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

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

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

(f)      "CALCULATION AGENT" means Party A.

(g)      "CREDIT SUPPORT DOCUMENT" means any credit support annex, any
         Confirmation and any other document, in each case that by its terms
         secures, guarantees or otherwise supports the obligations of Party A
         under this Agreement, including, but not limited to, the guaranty of
         The Goldman Sachs Group, Inc. ("Goldman Group") set forth in a letter
         to Party B.

(h)      CREDIT SUPPORT PROVIDER means, in relation to Party A: Goldman Group.

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

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

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

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

PART 5.          OTHER PROVISIONS.

                                      S-4
<PAGE>   23

(a)      TRUSTEE CAPACITY. With respect to the execution of this Agreement on
         behalf of Party B, it is expressly understood and agreed by the parties
         hereto that, except with respect to Part 5 (e) below, (i) this
         Agreement is executed and delivered by Wells Fargo Bank Minnesota,
         National Association, not in its individual capacity but solely as
         trustee under the Trust Agreement in the exercise of the powers and
         authority conferred and vested in it, (ii) each of the representations,
         undertakings and agreements herein made on the part of Party B is made
         and intended not as a representation, undertaking or agreement, as the
         case may be, by Wells Fargo Bank Minnesota, National Association in its
         individual capacity but is made and intended for purposes of binding
         only Party B and (iii) under no circumstances shall Wells Fargo Bank
         Minnesota, National Association in its individual capacity be liable
         for the payment of any indebtedness or expenses of Party B or be liable
         for the breach or failure of any obligation, representation, warranty
         or covenant made or undertaken by Party B under this Agreement.


(b)      ADDITIONAL REPRESENTATIONS. Section 3 is hereby amended by adding at
         the end thereof the following subparagraphs:


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


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


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


(c)      TRANSFER. Section 7 is hereby replaced in its entirety by the
         following:

         "Subject to Section 6(b)(ii), neither this Agreement nor any interest
         or obligation in or under this Agreement may be transferred (whether by
         way of security or otherwise) by either party without the prior written
         consent of the other party, which consent shall not be arbitrarily
         withheld or delayed, except that:

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

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

                  (c) in addition to, and not in lieu of, the preceding transfer
         rights, Party A may, without recourse, transfer this Agreement (in
         whole and not in part only) to any of Party A's Affiliates, provided
         that:

                  (i) Equivalent Creditworthiness: Goldman Group (or another
                  entity with a credit rating at least equal to that of Goldman
                  Group) must guarantee such transferred obligations of the
                  transferee pursuant to a guaranty in substantially the form of
                  the guaranty of Goldman Group specified in this Agreement, or
                  such transferee must have a credit rating at least equal to
                  that of Goldman Group;

                                      S-5
<PAGE>   24

                  (ii) No Gross-up: Party B shall not be required to pay to the
                  transferee an amount in respect of an Indemnifiable Tax under
                  Section 2(d)(i)(4) (except in respect of interest under
                  Section 2(e), 6(d)(ii), or 6(e)) greater than the amount which
                  Party B would have been required to pay to Party A in the
                  absence of such transfer;

                  (iii) No Withholding: Party B shall not receive a payment from
                  which an amount has been withheld or deducted, on account of a
                  Tax under Section 2(d)(i) (except in respect of interest under
                  Section 2(e), 6(d)(ii), or 6(e)), in excess of that which
                  Party A would have been required to so withhold or deduct in
                  the absence of such transfer, unless the transferee would be
                  required to make additional payments pursuant to Section
                  2(d)(i)(4) corresponding to such withholding or deduction;

                  (iv) Not Unlawful: It shall not become unlawful for either
                  party to perform any obligation under this Agreement as a
                  result of such transfer; and

                  (v) No Event of Default: An Event of Default shall not occur
                  as a result of such transfer.

         With respect to the results described in clauses (ii) and (iii) above,
         Party A will cause the transferee to make, and Party B will make, such
         reasonable Payer Tax Representations and Payee Tax Representations as
         may be mutually agreed upon by the transferee and Party B in order to
         permit such parties to determine that such results will not occur upon
         or after the transfer."


(d)              TRANSFER IN THE CASE OF POTENTIAL DEFAULT OR TERMINATION EVENT.

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

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

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

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

 (g)             SECURITY. As collateral security for the prompt and complete
                 payment and performance when due of the obligations of Party B
                 hereunder, Party B hereby grants to Party A a continuing
                 security interest in all of Party B's right, title and interest
                 in the Trust Property (as defined in the Trust Agreement). Such
                 security interest shall remain in full force and effect until
                 Party A has received all amounts due to it hereunder; provided
                 that such security interest shall be automatically discharged
                 without any further action on the part of Party A if this
                 Agreement has been terminated in accordance with its terms and
                 Party A has received all amounts due to it hereunder.

                                      S-6
<PAGE>   25


 (h)             DISCLOSURE OF INFORMATION WITH RESPECT TO PARTY A. In the event
                 that any financial or other information with respect to Party A
                 or its Credit Support Provider, if any, that is required to be
                 disclosed to Certificateholders (as defined in the Trust
                 Agreement) under the Securities Act of 1933, as amended
                 (including any regulations or rules thereunder or
                 interpretations thereof) is not or no longer available in the
                 form of reports filed by Party A or such Credit Support
                 Provider, as the case may be, with the Securities and Exchange
                 Commission, Party A shall assign this Agreement to another
                 entity with respect to which such disclosure requirements are
                 satisfied.



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

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

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

 (j)             NON-PETITION. Prior to the date that is one year and one day
                 after all distributions in respect of the Certificates issued
                 by Party B have been made, Party A shall not take any action,
                 or institute or join in any proceeding, against Party B under
                 the Bankruptcy Code or any other liquidation, insolvency,
                 bankruptcy, moratorium, reorganization or similar law
                 ("Insolvency Law") applicable to Party B, now or hereafter in
                 effect, or which would be reasonably likely to cause Party B to
                 be subject to, or seek the protection of, any such Insolvency
                 Law; provided that nothing contained herein shall prohibit
                 Party A from submitting a claim, or proof of claim, in a
                 proceeding or proceedings instituted by or against Party B.

 (k)             RATING AGENCY CONFIRMATION. No amendment to, or assignment or
                 transfer (including any transfer pursuant to Part 4(c) or (d)
                 above) of, this Agreement shall take effect unless and until
                 the "Rating Agencies Condition" specified in the Trust
                 Agreement has been satisfied with respect to such amendment,
                 assignment or transfer.

 (l)             NO AMENDMENT TO TRUST AGREEMENT. Wells Fargo Bank Minnesota,
                 National Association, in its individual capacity, shall not
                 agree to any amendment to or modification of the Trust
                 Agreement that would affect the rights or obligations of Party
                 A, without first obtaining the approval of Party A to such
                 amendment or modification.

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



                                      S-7
<PAGE>   26


         IN WITNESS WHEREOF, the parties have caused this Schedule to be
executed by their duly authorized officers as of the date hereof.

                                            GOLDMAN SACHS CAPITAL MARKETS, L.P.


                                            By:
                                                ________________________________
                                            Name:
                                            Title:
                                            Date:


                                            Public Credit and Repackaged
                                              Securities(SM) (PCARS)(SM) TRUST
                                               SERIES --


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


                                            By:
                                                ________________________________
                                                 Name:
                                                 Title:
                                                 Date:



                                      S-8