<PAGE>
                                                                     EXHIBIT 4.5

                                                                      SCHEDULE 1
                                                       TO SERIES TRUST AGREEMENT


================================================================================


                             NOTES AND CERTIFICATES
           STANDARD TERMS AND PROVISIONS OF TRUST AGREEMENT (DELAWARE)

                                     between



                       CORPORATE ASSET BACKED CORPORATION,
                                  as Depositor



                                       and



         The Trustee specified in the applicable Series Trust Agreement,
                                   as Trustee



                                       and



    The Delaware Trustee specified in the applicable Series Trust Agreement,
                               as Delaware Trustee


================================================================================

 Relating to Notes and Trust Certificates of the series specified in the Series
                                Trust Agreement
<PAGE>
                                                                     EXHIBIT 4.5


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

<TABLE>
<CAPTION>
Trust Indenture
    Act Section                                                Agreement Section
    -----------                                                -----------------
<S>                                                       <C>
      310(a)(1)    ...................................                   7.14(a)
         (a)(2)    ...................................                   7.14(a)
         (a)(3)    ...................................                      7.13
         (a)(4)    ...................................                    7.1(f)
         (a)(5)    ...................................                   7.14(a)
            (b)    ...................................                   7.14(b)
            (c)    ...................................            Not Applicable

         311(a)    ...................................                       7.4
            (b)    ...................................                       7.4
            (c)    ...................................            Not Applicable

         312(a)    ...................................            3.7(a), 3.8(a)
            (b)    ...................................                    3.8(b)
            (c)    ...................................                    3.8(c)

         313(a)    ...................................                       7.6
            (b)    ...................................                       7.6
            (c)    ...................................                       7.6
            (d)    ...................................                       7.6

         314(a)    ...................................            4.1(a), 4.1(b)
            (b)    ...................................            4.1(c), 4.1(d)
         (c)(1)    ...................................                    4.1(f)
         (c)(2)    ...................................                    4.1(f)
         (c)(3)    ...................................                    4.1(f)
         (d)(1)    ...................................                    4.1(e)
         (d)(2)    ...................................                    4.1(e)
         (d)(3)    ...................................            Not Applicable
            (e)    ...................................                    4.1(f)

         315(a)    ...................................    7.1(a), 7.1(b), 7.1(c)
            (b)    ...................................                    7.1(g)
            (c)    ...................................                    7.1(a)
            (d)    ...................................                    7.1(c)
         (d)(1)    ...................................                 7.1(c)(i)
         (d)(2)    ...................................                7.1(c)(ii)
         (d)(3)    ...................................               7.1(c)(iii)
            (e)    ...................................                    7.1(i)

      316(a)(1)    ...................................                    7.5(a)
</TABLE>


----------
*   This reconciliation and tie shall not, for any purpose, be deemed to be
    part of the within agreement.
<PAGE>
                                                                     EXHIBIT 4.5

<TABLE>
<S>                                                               <C>
      316(a)(2)    ...................................            Not Applicable
         316(b)    ...................................                    6.2(h)
         316(c)    ...................................                    3.7(b)

         317(a)    ...................................                    7.1(h)
         317(b)    ...................................                       6.3

         318(a)    ...................................                     10.11
</TABLE>
<PAGE>
                                                                     EXHIBIT 4.5


<TABLE>
<S>            <C>                                                                              <C>
                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1    Definitions....................................................................   1
SECTION 1.2    Other Definitional Provisions..................................................   7
SECTION 1.3    Incorporation by Reference of Trust Indenture Act..............................   8

                                    ARTICLE II
                                   ORGANIZATION

SECTION 2.1    Business of Trust..............................................................   8
SECTION 2.2    Office.........................................................................   8
SECTION 2.3    Purposes and Powers............................................................   9
SECTION 2.4    Appointment of Trustee.........................................................   9
SECTION 2.5    Declaration of Trust...........................................................  10
SECTION 2.6    Liability of Certificateholders................................................  10
SECTION 2.7    Title to Trust Property........................................................  10
SECTION 2.8    Situs of Trust.................................................................  10
SECTION 2.9    Representations and Warranties of Depositor....................................  10
SECTION 2.10   Tax Treatment..................................................................  11

                                    ARTICLE III
                                 THE CERTIFICATES

SECTION 3.1    Form of the Certificates.......................................................  11
SECTION 3.2    Execution; Authentication and Delivery.........................................  12
SECTION 3.3    Registration; Registration of Transfer and Exchange of Certificates............  12
SECTION 3.4    Calculation of Interest; Stripped Certificates.................................  13
SECTION 3.5    Mutilated, Destroyed, Lost or Stolen Certificates..............................  13
SECTION 3.6    Persons Deemed Certificateholders..............................................  14
SECTION 3.7    Access to List of Certificateholders' Names and Addresses......................  14
SECTION 3.8    Preservation of Information; Communications to Certificateholders..............  15
SECTION 3.9    Book-Entry Certificates........................................................  15
SECTION 3.10   Legend on Global Certificates..................................................  16
SECTION 3.11   Definitive Certificates........................................................  16
SECTION 3.12   Depositor as Certificateholder.................................................  17
SECTION 3.13   Transfer Restrictions..........................................................  17
SECTION 3.14   Deemed ERISA Plan Representation...............................................  17
SECTION 3.15   Actions by Certificateholders..................................................  18

                                    ARTICLE IV
                                   THE DEPOSITOR

SECTION 4.1    Obligations of the Depositor...................................................  18

                                     ARTICLE V
                                ACTIONS BY TRUSTEE

SECTION 5.1    Prior Notice to Certificateholders with Respect to Certain Matters.............  21
SECTION 5.2    Action by Trustee with Respect to Certain Matters..............................  22
SECTION 5.3    Majority Control...............................................................  22
</TABLE>


                                       i
<PAGE>
                                                                     EXHIBIT 4.5

<TABLE>
<S>            <C>                                                                              <C>

                                    ARTICLE VI
                    APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 6.1    Establishment of Collection Account............................................  23
SECTION 6.2    Application of Trust Funds.....................................................  23
SECTION 6.3    Appointment of Paying Agent....................................................  25
SECTION 6.4    Method of Payment..............................................................  25
SECTION 6.5    Reports to Certificateholders..................................................  25
SECTION 6.6    Accounting and Information to Certificateholders, Internal Revenue Service and
               Others ........................................................................  26
SECTION 6.7    Signature on Returns...........................................................  26

                                    ARTICLE VII
                                    THE TRUSTEE

SECTION 7.1    Duties of Trustee; Notice of Defaults..........................................  27
SECTION 7.2    Rights of Trustee..............................................................  29
SECTION 7.3    Acceptance of Trusts and Duties................................................  29
SECTION 7.4    Preferential Collection of Claims Against Trustee..............................  30
SECTION 7.5    Action upon Instruction by Certificateholders..................................  30
SECTION 7.6    Furnishing of Documents; Reports to Certificateholders and DTC.................  31
SECTION 7.7    Representations and Warranties of Trustee......................................  32
SECTION 7.8    Reliance; Advice of Counsel....................................................  32
SECTION 7.9    Trustee May Own Certificates and Notes.........................................  33
SECTION 7.10   Compensation and Indemnity.....................................................  33
SECTION 7.11   Replacement of Trustee.........................................................  33
SECTION 7.12   Merger or Consolidation of Trustee.............................................  34
SECTION 7.13   Appointment of Co-Trustee or Separate Trustee..................................  35
SECTION 7.14   Eligibility Requirements for Trustee...........................................  36
SECTION 7.15   Voting of the Underlying Securities............................................  36
SECTION 7.16   Annual Statement...............................................................  38

                                   ARTICLE VIII
                             TERMINATION OF AGREEMENT

SECTION 8.1    Termination of Agreement.......................................................  38
SECTION 8.2    Liquidation of Trust Assets Upon Certain Events................................  39

                                    ARTICLE IX
                                    AMENDMENTS

SECTION 9.1    Amendments Without Consent of Certificateholders...............................  40
SECTION 9.2    Amendments With Consent of Certificateholders; Waivers.........................  40
SECTION 9.3    Form of Amendments.............................................................  41

                                    ARTICLE X
                                  MISCELLANEOUS

SECTION 10.1   Certificateholders Have No Legal Title to Trust Property.......................  41
SECTION 10.2   Limitations on Rights of Others................................................  41
SECTION 10.3   Notices........................................................................  42
</TABLE>


                                       ii
<PAGE>
                                                                     EXHIBIT 4.5

<TABLE>
<S>            <C>                                                                              <C>
SECTION 10.4   Severability...................................................................  42
SECTION 10.5   Counterparts...................................................................  42
SECTION 10.6   Successors and Assigns.........................................................  42
SECTION 10.7   No Petition Covenant...........................................................  42
SECTION 10.8   No Recourse....................................................................  42
SECTION 10.9   Headings.......................................................................  43
SECTION 10.10  Governing Law..................................................................  43
SECTION 10.11  Conflict with Trust Indenture Act..............................................  43
</TABLE>


                                      iii
<PAGE>
                                                                     EXHIBIT 4.5


                STANDARD TERMS AND PROVISIONS OF TRUST AGREEMENT

                  This document constitutes Standard Terms and Provisions of
Trust Agreement (these "Standard Terms") which are to be incorporated by
reference in, and attached as a Schedule to, one or more Series Trust Agreements
by and between Corporate Asset Backed Corporation, as Depositor, and the Trustee
and Delaware Trustee specified in the applicable Series Trust Agreement, as
Trustee and Delaware Trustee, respectively.

                  These Standard Terms shall be of no force and effect unless
and until incorporated by reference into the Forepart of a particular Series
Trust Agreement (each as defined herein).

                  The particular Series Trust Agreement into which these
Standard Terms have been incorporated establishes the terms of a trust,
previously created under the laws of the State of Delaware by the filing by the
Trustee of a Certificate of Trust with the Secretary of State of the State of
Delaware, to hold the Underlying Securities specified in the Forepart and any
other Trust Assets specified in the Forepart and provides for the creation,
execution and delivery of trust certificates (the "Certificates") of one or more
classes and, if so specified in the Forepart, the execution and delivery of the
Indenture and the issuance of one or more classes of debt securities pursuant
thereto (the "Notes") and, in connection therewith, the execution, delivery and
performance of a swap agreement (the "Swap Agreement") with the swap
counterparty specified in the Forepart and any Related Agreements specified in
the Forepart, and, if so specified in the Forepart, the execution, granting or
arrangement of one or more Credit Enhancement Agreements.

                  The following terms and provisions shall govern the
Certificates and the Trust subject to contrary terms and provisions expressly
set forth in the Forepart of the Series Trust Agreement, which contrary terms
and provisions shall control; provided, that no such term or provisions of the
Forepart may limit, qualify or conflict with Section 10.11 hereof.

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.1 Definitions. Except as otherwise specified herein
or as the context may otherwise require, the following terms have the respective
meanings set forth below for all purposes of the Series Trust Agreement and
these Standard Terms.

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

                  "Authorized Signatory" means, in relation to the Trustee, any
Person authorized from time to time to execute documents or agreements,
authenticate Certificates or otherwise act for and on behalf of the Trustee from
time to time, and who is identified on the list of Authorized Signatories
delivered by the Trustee to the Depositor on the Closing Date (as such list may
be modified or supplemented from time to time thereafter).

                  "Available Information Event" means that any Underlying
Securities Issuer evidencing more than 10% of the aggregate principal amount of
the Underlying Securities has suspended its
<PAGE>
                                                                     EXHIBIT 4.5


Exchange Act reporting requirements at a time when the Exchange Act reporting
requirements with respect to the Certificates have not been suspended or
terminated.

                  "Basic Documents" means the Series Trust Agreement, the
Indenture, the Swap Agreement, each Related Agreement, and each Credit
Enhancement Agreement.

                  "Benefit Plan" means (a) an employee benefit plan (as defined
in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA,
(b) a plan described in Section 4975(e)(1) of the Code (other than a
governmental or church plan described in Section 4975(g)(2) or (3) of the Code),
(c) a governmental or church plan that is subject to any federal, state or local
law that is, to a material extent, similar to the prohibited transaction
provisions of ERISA or Section 4975 of the Code, or (d) any entity whose
underlying assets include plan assets by reason of a plan's investment in the
entity (excluding any investment company that is registered under the Investment
Company Act).

                  "Beneficial Ownership Interest" means a beneficial interest as
such term is used in Section 3801(a) and (b) of the Trust Statute.

                  "Book-Entry Certificates" means a beneficial interest in a
global Certificate held by Cede & Co., ownership and transfers of which shall be
made through book entries by DTC as described in Section 3.9.

                  "Business Day" has the meaning set forth in the Forepart.

                  "Calculation Agent" means the Person identified as such in the
Swap Agreement.

                  "Certificate" means one of the global certificates issued by
the Trust, substantially in the form of Exhibit C to the Series Trust Agreement.

                  "Certificate of Trust" means the Certificate of Trust in
respect of the Trust filed with the Secretary of State of Delaware in
substantially the form attached as Exhibit D to the Series Trust Agreement.

                  "Certificate Owner" means, with respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such Book-Entry
Certificate, as reflected on the books of DTC, or on the books of a Person
maintaining an account with DTC (directly as a DTC Participant or as an indirect
participant, in each case in accordance with the rules of DTC).

                  "Certificate Principal Balance" means, initially, with respect
to each Class, that amount identified as the initial certificate principal
balance (or notional amount) with respect to such Class in the Forepart, and,
thereafter, such initial balance or amount as reduced by all amounts allocable
to principal previously distributed to Certificateholders holding Certificates
of that Class.

                  "Certificate Register" and "Certificate Registrar" have the
respective meanings specified in Section 3.3.

                  "Certificateholder" means each Person in whose name a
Certificate is registered on the Certificate Register.

                  "Class" means Certificates having the same terms and
conditions and the same relative rights and interests, as specified in the
Forepart.


                                      -2-
<PAGE>
                                                                     EXHIBIT 4.5


                  "Closing Date" means the date set forth as such in the
Forepart.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Collection Account" means the collection account established
pursuant to Section 6.1.

                  "Commission" means the Securities and Exchange Commission.

                  "Corporate Trust Office" means the principal office of the
Delaware Trustee at which at any particular time its corporate trust business
shall be administered, which office is located at the address specified in the
Forepart; or such other office as the Trustee may designate from time to time by
notice to the Certificateholders, the Indenture Trustee, and each Rating Agency,
or the principal corporate trust office of any successor Trustee (in which case,
the successor Trustee will notify the Certificateholders, the Indenture Trustee,
and each Rating Agency of the address of such office).

                  "Credit Enhancement Agreement" means any guarantee, insurance
policy, collateral arrangement or other forms of credit enhancement specified as
a Credit Enhancement Agreement in the Forepart.

                  "Definitive Certificates" has the meaning specified in Section
3.9.

                  "Delaware Trustee" means the trustee specified as such in the
Series Trust Agreement that satisfies Section 3807 of the Trust Statute.

                  "Depositor" means Corporate Asset Backed Corporation, a
Delaware corporation, and any permitted successor or assignee.

                  "Distribution Date" means each of the dates set forth in
Exhibit B to the Forepart, including without limitation any Maturity Date or
Termination Date, upon which payments in respect of the Certificates shall be
due and payable.

                  "DTC" means The Depository Trust Company, any successor, and
any substitute clearing agency which replaces DTC.

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

                  "Eligible Trust Account" means a segregated account with the
corporate trust department of the Trustee, or the Indenture Trustee if Notes are
issued, which is identified and held separate and apart from the general assets
of the Trustee, or the Indenture Trustee, if applicable, and which contains only
property held by the Trustee (or Indenture Trustee, if applicable) as fiduciary,
of a trust company or corporation with trust powers organized under the laws of
the United States of America or any one of the states thereof or the District of
Columbia (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account[, so long as
any of the securities of such depository institution shall have a credit rating
from each Rating Agency in one of its generic rating categories which signifies
investment grade or such higher rating as may be specified in the Forepart].

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

                  "Event of Default" means any Event of Default specified as
such in the Forepart.


                                      -3-
<PAGE>
                                                                     EXHIBIT 4.5


                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

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

                  "Forepart" means the forepart of the Series Trust Agreement
into which these Standard Terms are incorporated by reference, consisting of the
provisions actually set forth in the pages of the Series Trust Agreement
preceding and including its signature page, together with all exhibits thereto
except these Standard Terms.

                  "Indenture" means the indenture specified in the Forepart.

                  "Indenture Trustee" means the trustee under the Indenture from
time to time.

                  "Independent" means, when used with respect to any specified
Person, that the Person specifies he or she (a) is in fact independent of the
Depositor and of any of its Affiliates, (b) does not have any direct or indirect
financial interest in the Depositor or in any of its Affiliates which is
material with respect to such Person and (c) is not connected with the Depositor
as an officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.

                  "Independent Certificate" means a certificate of an
Independent engineer, appraiser or other expert, as required by the TIA.

                  "Investment Company Act" means the Investment Company Act of
1940, as amended.

                  "Letter of Representation" means the letter of representations
from the Trustee and the Depositor in the form customarily provided to DTC,
dated the Closing Date.

                  "Maturity Date" means the Maturity Date specified as such in
Exhibit B to the Forepart.

                  "Moody's" means Moody's Investors Service, Inc., and any
successor thereto.

                  "1933 Act" means the Securities Act of 1933, as amended.

                  "Notes" means one of the debt securities issued by the Trust,
as provided in the Forepart, pursuant to the Indenture.

                  "Noteholders" means, if applicable, the holders of the Notes
under (and as defined in) the Indenture.

                  "Obligations Payment Date" means each date upon which payments
in respect of any Swap Agreement, Related Agreement or Credit Enhancement
Agreement are due and payable, exclusive of the Closing Date.

                  "Officer's Certificate" means a certificate signed by any one
(or, if specified in the Series Trust Agreement, more than one) Executive
Officer of the Depositor or, in the case of the Trustee, a Responsible Officer
or Authorized Signatory.

                  "Opinion of Counsel" means one or more written opinions of
counsel who may be employees of or counsel to the Depositor or an Affiliate and
who shall be satisfactory to the Trustee, and


                                      -4-
<PAGE>
                                                                     EXHIBIT 4.5


which opinion or opinions shall be addressed to the Trustee as Trustee and shall
be in form and substance reasonably satisfactory to the Trustee.

                  "Outstanding" means, as of any date of determination, all
Certificates theretofore authenticated and delivered under the Series Trust
Agreement except:

                  (a)      Certificates previously cancelled by the Certificate
         Registrar or delivered to the Certificate Registrar for cancellation;

                  (b)      Certificates or portions thereof the payment for
         which money in the necessary amount has been theretofore irrevocably
         deposited with the Trustee in trust for the Certificateholders of such
         Certificates; and

                  (c)      Certificates in exchange for or in lieu of which
         other Certificates have been authenticated and delivered pursuant to
         the Series Trust Agreement unless proof satisfactory to the Trustee is
         presented that any such Certificates are held by a protected purchaser;

provided that in determining whether the Certificateholders have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Certificates owned by or pledged to the Depositor, the Trustee in its individual
capacity, the Swap Counterparty (or any credit support provider thereto), the
counterparties to any Related Agreement or Credit Enhancement Agreement, or any
Affiliate of any of the foregoing Persons shall be disregarded and for purposes
of determining the requisite Certificate Principal Balance of Certificates shall
be deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Certificates that the Trustee knows
to be so owned shall be so disregarded.

                  "Paying Agent" has the meaning specified in Section 6.3.

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

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

                  "Rating Agency" means each nationally recognized statistical
rating organization identified in the Forepart. If more than one nationally
recognized statistical rating organization is identified in the Forepart, any
reference herein to "the Rating Agency" shall be deemed to include each such
nationally recognized statistical rating organization. If any such organization
or successor is no longer in existence, then such "Rating Agency" shall be a
United States nationally recognized statistical rating organization or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the Trustee.

                  "Rating Agency Condition" means, (a) with respect to any
specified action, that each Rating Agency shall have been given 10 days prior
notice thereof and that such Rating Agency shall have notified the Trustee in
writing that such action will not result in a reduction or withdrawal of the
then current rating of the Certificates, and (b) if so specified in the
Forepart, in the case of the extension of the maturity of any Certificates, that
each Rating Agency shall have been given 10 days prior notice of the election of
all or a portion of the Certificateholders to extend the maturity of their
Certificates, and that the Rating Agency shall have notified the Trustee in
writing that the Certificates, upon the extension of


                                      -5-
<PAGE>
                                                                     EXHIBIT 4.5


their maturity, will continue to be assigned a rating at least as high as the
then current rating of the Certificates prior to the extension of their
maturity.

                  "Record Date" shall have the meaning specified in Exhibit B to
the Forepart.

                  "Related Agreements" means any agreement or arrangement
specified as such in the Forepart.

                  "Required Percentage - Amendments" means the percentage of the
aggregate Voting Rights of all the Classes of Certificates specified in the
Forepart.

                  "Required Percentage - Remedies" means the percentage of the
aggregate Voting Rights of all the Classes of Certificates specified in the
Forepart.

                  "Required Percentage - Waiver" means the percentage of the
aggregate Voting Rights of all the Classes of Certificates specified in the
Forepart.

                  "Responsible Officer" means, with respect to the Trustee, any
officer within the Corporate Trust Office of the Trustee, including any Senior
Vice President, Vice President, Assistant Vice President, Secretary, Assistant
Secretary, or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject, or, if and for so long as the United States Trust Company of
New York acts as agent of the Owner Trustee, any officer holding an equivalent
position within the United States Trust Company of New York.

                  "Series Trust Agreement" means the particular Series Trust
Agreement into which these Standard Terms have been incorporated, consisting of
a fully executed Forepart and these Standard Terms.

                  "Standard & Poor's" means Standard & Poor's Ratings Services,
and any successor thereto.

                  "Standard Terms" or "these Standard Terms" means this Exhibit,
the Standard Terms and Provisions of Trust Agreement between Corporate Asset
Backed Corporation, as Depositor, and the Trustee.

                  "Stripped Certificates", if applicable, means Certificates of
any Class that are entitled to (a) principal distributions, with
disproportionate, nominal or no interest distributions, or (b) interest
distributions, with disproportionate, nominal or no principal distributions.

                  "Swap Agreement" means the swap agreement dated the Closing
Date (including the schedule and confirmations relating thereto) between the
Trust and the Swap Counterparty, as the same may be amended and supplemented
from time to time.

                  "Swap Counterparty" means the Swap Counterparty identified in
the Forepart and any permitted successor or assignee.

                  "Termination Date" means the Termination Date specified as
such in Exhibit B to the Forepart.


                                      -6-
<PAGE>
                                                                     EXHIBIT 4.5


                  "TIA" means the Trust Indenture Act of 1939, as amended.

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

                  "Trust" means the trust created pursuant to the Series Trust
Agreement.

                  "Trust Assets" means the Underlying Securities, any other
Trust Assets specified in Exhibit A to the Forepart, any other assets related or
incidental thereto or necessary to provide the Certificates with their desired
economic terms, including rights under any hedging contracts or other derivative
agreements, and any assets obtained through foreclosure or settlement and any
other assets of the Trust from time to time.

                  "Trust Liquidation Event" means the occurrence of (a) an Event
of Default, Termination Event or Additional Termination Event under the Swap
Agreement or a similar event under any Related Agreement or any Credit
Enhancement Agreement and (b) any other event specified in the Forepart as an
Event of Default under the Series Trust Agreement.

                  "Trust Statute" means the Delaware Statutory Trust Act (12
Del. C., Sections 3801 et seq.), as amended.

                  "Trustee" means the Trustee specified in the Series Trust
Agreement and any successor qualifying under Section 7.14.

                  "Underlying Securities" means the securities described in
Exhibit A to the Forepart.

                  "Underlying Securities Issuer" means the issuer of the
Underlying Securities, or, if there is more than one such issuer, each such
issuer.


                  "Underwriters" means one or both of UBS Securities LLC and UBS
Financial Services Inc., as indicated in the Forepart, and any other Person
designated as such in the Forepart.


                  "U.S. Person" has the meaning ascribed thereto in Regulation S
promulgated under the 1933 Act.

                  "Voting Rights" means the voting rights attaching to each
Class of Certificates, as specified in the Forepart.

                  SECTION 1.2 Other Definitional Provisions. Capitalized terms
used in the Series Trust Agreement and not otherwise defined herein shall have
the respective meanings assigned them in the Swap Agreement. All references in
this Trust Agreement to Articles, Sections, subsections, Schedules and Exhibits
are to Articles, Sections, subsections, Schedules and Exhibits of these
Standards Terms unless otherwise specified. All terms defined in the Series
Trust Agreement shall have the defined meanings when used in any certificate,
notice, Certificate or other document made or delivered pursuant hereto, unless
otherwise defined therein. Whenever used in this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, any noun or pronoun
shall be deemed to include the plural as well as the singular and to cover both
genders.


                                      -7-
<PAGE>
                                                                     EXHIBIT 4.5


                  SECTION 1.3 Incorporation by Reference of Trust Indenture Act.
Whenever the Series Trust Agreement refers to a provision of the TIA, such
provision is incorporated by reference in and made a part of the Series Trust
Agreement. The following TIA terms used in the Series Trust Agreement have the
following meanings:

                  "indenture securities" means the Certificates and, if
applicable, the Notes.

                  "obligor" on the Certificates means the Trustee on behalf of
the Trust and, to the extent specified in the Series Trust Agreement, the
Depositor.

                  All other TIA terms used in the Series Trust Agreement that
are defined by the TIA, defined by TIA reference to another statute or defined
by a Commission rule have the respective meanings assigned to them by such
definitions.

                                   ARTICLE II
                                  ORGANIZATION

                  SECTION 2.1 Business of Trust.

                  (a)      The Trustee and the Delaware Trustee may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued on behalf of the Trust or in the name of
the Trust, subject to the terms of the Series Trust Agreement. In order to
effectuate the purpose of the Trust, on the Closing Date the Trustee shall, on
behalf of the Trust, (i) acquire from the Depositor (or such other Person as may
be specified in the Forepart) the Underlying Securities and other Trust Assets
specified in the Forepart for the benefit of the Certificateholders; (ii) issue
the Certificates; (iii) execute and deliver the Indenture and then execute,
issue and deliver the Notes; (iv) pledge and deliver the Trust Assets and any
proceeds thereof to the Indenture Trustee pursuant to the terms of the Indenture
and hold and distribute to the Certificateholders pursuant to the terms hereof
any moneys released from the lien of the Indenture; (v) with the proceeds of the
sale of the Certificates and Notes pay the Depositor (or other Person) the
purchase price of the Underlying Securities and other Trust Assets; (vi) enter
into the Swap Agreement and any Related Agreement; (vii) execute any Credit
Enhancement Agreement; and (viii) enter into such other agreements, execute such
other documents and take such other actions as the Depositor may direct in
conjunction with the issuance of the Certificates and the Notes, on the Closing
Date.

                  (b)      It is the intention of the parties hereto that the
Trust constitute a statutory trust under the Trust Statute and that this Series
Trust Agreement constitute the governing instrument of the Trust. Effective as
of the date hereof, the Trustee shall have all rights, powers and duties set
forth herein and in the Trust Statute with respect to accomplishing the purposes
of the Trust.

                  SECTION 2.2 Office. The office of the Trust shall be in care
of the Trustee at the Corporate Trust Office, which shall be maintained in the
City of Wilmington, Delaware, or at such other address as the Trustee may
designate by written notice to the Certificateholders, the Indenture Trustee and
the Depositor. All Certificates shall be capable of being surrendered for
registration of transfer or exchange at the Corporate Trust Office and all
notices and demands to or upon the Trustee in respect of the Certificates and
the Basic Documents may be served on the Trustee at the Corporate Trust Office.
The Trustee shall give prompt written notice to the Depositor, the Indenture
Trustee, and to the Certificateholders of any change in the location of the
Certificate Register or any such office or agency.


                                      -8-
<PAGE>
                                                                     EXHIBIT 4.5


                  SECTION 2.3 Purposes and Powers. The purpose of the Trust is
to engage in the following activities:

                  (a)      to acquire from the Depositor (or such other Person
as may be specified in the Forepart) the Underlying Securities and other Trust
Assets;

                  (b)      to issue the Certificates pursuant to the Series
Trust Agreement;

                  (c)      to enter into and perform the Indenture and to issue
the Notes pursuant to the Indenture;

                  (d)      with the proceeds of the sale of the Certificates and
the Notes, to pay the Depositor (or such other Person as may be specified in the
Forepart) the purchase price of, and thereafter to hold, the Underlying
Securities and other Trust Assets;

                  (e)      to pledge and deliver the Trust Assets and any
proceeds thereof to the Indenture Trustee pursuant to the terms of the Indenture
and hold and distribute to the Certificateholders pursuant to the terms hereof
any moneys released from the lien of the Indenture;

                  (f)      to enter into and perform its obligations under the
Swap Agreement, any Related Agreement and any Credit Enhancement Agreement;

                  (g)      to distribute to the Certificateholders as provided
in Sections 6.2 and 8.2 hereof amounts, if any, received by the Trust on, or in
respect of, the Underlying Securities and other Trust Assets, the Swap
Agreement, any Related Agreement, and any Credit Enhancement Agreement; and

                  (h)      to engage in those limited activities, upon
appropriate direction of the Depositor including entering into agreements that
are necessary, suitable or convenient to accomplish the foregoing or are
incidental thereto or connected therewith, provided that they are not
inconsistent with the classification of the Trust as a grantor trust or, if
specified in the Forepart, as a partnership, or otherwise, for federal income
tax purposes.

                  The Trust is hereby authorized to engage in the foregoing
activities. The Trust shall not engage in any activity other than in connection
with the foregoing or other than as required or authorized by the terms of the
Series Trust Agreement or the other Basic Documents. In particular, after the
Closing Date, and subject to Sections 5.2 and 5.3 below, the Trust shall not
modify (or agree to the modification of), or purchase or otherwise acquire any
additional assets except as provided by any Basic Document or any Trust Asset,
and shall not modify (or agree to the modification of), its rights under the
Swap Agreement, the Indenture, any Related Agreement or any Credit Enhancement
Agreement, other than upon termination of the Trust. The Trust shall not, after
the issuance of the Notes, agree to any amendment to the rights, preferences or
privileges of the Noteholders, if such amendment adversely affects the rights,
preferences or privileges of the Certificateholders, without the consent of
Required Percentage - Amendment of the Certificateholders; provided that if any
such amendment adversely affects any right to payment of interest or principal
on the Certificates, the Trust shall not agree to such amendment without the
consent of all the Certificateholders. The Trust shall not take any action that
would cause it to fail to be classified as a grantor trust or, if specified in
the Forepart, as a partnership, or otherwise, as may be specified in the
Forepart for federal income tax purposes.

                  SECTION 2.4 Appointment of Trustee. The Depositor hereby
appoints the Trustee as trustee of the Trust effective as of the date hereof, to
have all the rights, powers and duties set forth


                                      -9-
<PAGE>
                                                                     EXHIBIT 4.5


herein. The Depositor hereby appoints the Delaware Trustee as Delaware trustee
of the Trust effective as of the date hereof, to have all the rights, powers and
duties set forth in the Series Trust Agreement.

                  SECTION 2.5 Declaration of Trust. The Trustee hereby declares
that it shall hold the Trust Assets in trust upon and subject to the conditions
set forth in the Series Trust Agreement for the use and benefit of the
Certificateholders and the Noteholders, subject to the obligations of the Trust
under the Swap Agreement, any Related Agreement and any Credit Enhancement
Agreement. At any time when not held by the Indenture Trustee, the Underlying
Securities and other Trust Assets shall be held in a segregated account of the
Trustee which is identified and held separate and apart from the general assets
of the Trustee and which contains only property held by the Trustee as
fiduciary. Effective as of the date of the Series Trust Agreement, the Trustee
shall have all rights, powers and duties set forth in the Series Trust Agreement
with respect to accomplishing the purposes of the Trust.

                  SECTION 2.6 Liability of Certificateholders. No
Certificateholder shall have any personal liability for any liability or
obligation of the Trust.

                  SECTION 2.7 Title to Trust Property. Legal title to all the
Trust Assets shall, subject to any pledge to the Indenture Trustee, be vested at
all times in the Trust as a separate legal entity except where applicable law in
any jurisdiction requires title to any part of the Trust Assets to be vested in
a trustee or trustees, in which case title shall be deemed to be vested in the
Trustee, a co-trustee and/or a separate trustee, as the case may be.

                  SECTION 2.8 Situs of Trust. The Trust shall be located and
administered in the State of Delaware. Unless otherwise provided in the
Forepart, all bank accounts maintained by the Trustee on behalf of the Trust
shall be located in the State of New York. The Trust shall not be deemed to have
any employees in any state other than Delaware; provided, however, that nothing
herein shall restrict or prohibit the Trustee from having employees within or
without the State of Delaware. The principal office of the Trust shall be
the Corporate Trust Office in Delaware.

                  SECTION 2.9 Representations and Warranties of Depositor. The
Depositor hereby represents and warrants to the Trustee that:

                  (a)      The Depositor has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, with power and authority to own its properties and to conduct its
business as such properties are presently owned and such business is presently
conducted.

                  (b)      The Depositor has obtained all necessary licenses and
approvals in all jurisdictions in which its ownership or lease of property or
the conduct of its business requires such qualification, except where failure to
obtain such qualification would have no material adverse effect on the
Depositor's ability to perform its obligations hereunder.

                  (c)      The Depositor has the power and authority to execute
and deliver the Series Trust Agreement and to carry out its terms; and the
execution, delivery and performance of the Series Trust Agreement have been duly
authorized by the Depositor by all necessary corporate action.

                  (d)      The consummation of the transactions contemplated by
the Series Trust Agreement and other Basic Documents to which the Depositor is a
party and the fulfillment of the terms of the Series Trust Agreement and other
Basic Documents to which the Depositor is a party do not conflict with, result
in any breach of any of the terms and provisions of or constitute (with or
without notice or lapse of time) a default under, the certificate of
incorporation or by-laws of the Depositor, or any


                                      -10-
<PAGE>
                                                                     EXHIBIT 4.5


indenture, trust agreement or agreement or other instrument to which the
Depositor is a party or by which it is bound, or result in the creation or
imposition of any lien upon any of its properties pursuant to the terms of any
such indenture or trust agreement, other agreement or other instrument (other
than pursuant to the Basic Documents), or violate any law or, to the best of the
Depositor's knowledge, any order, rule or regulation applicable to the Depositor
of any court or of any federal or state regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Depositor or
any of its properties.

                  SECTION 2.10 Tax Treatment. Unless otherwise specified in the
Forepart, the Depositor and the Trustee, by entering into the Series Trust
Agreement, and each Certificateholder and Certificate Owner, by acquiring a
Certificate or Book-Entry Certificate or interest therein, (a) express their
intention that the Trust will be classified as a "grantor trust" under Subpart
E, Part I of Subchapter J of the Code and corresponding provisions of applicable
state and local tax laws and not an association taxable as a corporation for
federal income tax purposes, and (b) unless otherwise required by appropriate
taxing authorities, agree to treat the Certificates or Book-Entry Certificates
as representing undivided Beneficial Ownership Interests in the assets of the
Trust, subject to the liabilities of the Trust, for the purposes of federal
income taxes, state and local income and franchise taxes and any other taxes
imposed upon, measured by, or based upon gross or net income. Further, the
provisions of the Series Trust Agreement shall be interpreted to further this
intention of the parties.

                                   ARTICLE III
                                THE CERTIFICATES

                  SECTION 3.1 Form of the Certificates.

                  (a)      The Certificates shall be issued in one or more
global certificates in fully registered book-entry form, in the name of a
nominee of DTC, as described in Section 3.9, substantially in the form set forth
in Exhibit C to the Series Trust Agreement and shall be issued in the Class or
Classes and in the authorized denominations set forth in the Forepart. The
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of an authorized officer or Authorized Signatory of the Trustee,
pursuant to a written order signed by the Depositor, and authenticated by a
Responsible Officer or Authorized Signatory of the Trustee. Certificates bearing
the manual or facsimile signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to execute or authenticate
Certificates on behalf of the Trust, shall be valid and binding obligations of
the Trust, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of authentication and
delivery of such Certificates. Each Certificate shall bear upon its face the
designation so selected for the Class and Series to which it belongs, and may
have such letters, numbers or other marks of identification. All Certificates of
the same Class shall be identical in all respects except for the denominations
thereof. All Certificates of all Classes at any time Outstanding shall be
identical except for differences among the Certificates of the different Classes
specified in the Forepart. Except as provided in subsection (b) below, all
Certificates (and all Classes) issued under the Series Trust Agreement shall be
in all respects equally and ratably entitled to the benefits hereof without
preference, priority or distinction on account of the actual time or times of
authentication and delivery, all in accordance with the terms and provisions of
the Series Trust Agreement.

                  (b)      If so specified in the Forepart, the rights of the
Certificateholders holding Certificates of one Class may be senior or
subordinated to the rights of the Certificateholders holding any one or more
other Classes, all as specified in the Forepart.


                                      -11-
<PAGE>
                                                                     EXHIBIT 4.5


                  (c)      The terms of the Form of Certificate set forth in
Exhibit C to the Series Trust Agreement shall form part of the Series Trust
Agreement.

                  SECTION 3.2 Execution, Authentication and Delivery.
Concurrently with the sale of the Underlying Securities and other Trust Assets
to the Trust, the Trustee, upon written order of the Depositor, shall cause to
be executed by an Authorized Signatory of the Trustee, and shall cause to be
authenticated and delivered by a Responsible Officer or Authorized Signatory of
the Trustee, the Certificates of each Class specified in the Forepart in an
aggregate certificate principal balance equal to the initial Certificate
Principal Balance of that Class, without further corporate action by the
Depositor, in the authorized denominations specified in the Forepart. No
Certificate shall entitle its holder to any benefit under the Series Trust
Agreement, or shall be valid for any purpose, unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit C contained in the Forepart, executed by the Trustee by manual
signature. Such authentication shall constitute conclusive evidence that such
Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

                  SECTION 3.3 Registration, Registration of Transfer and
Exchange of Certificates.

                  (a)      The Certificate Registrar (as defined below) shall
keep or cause to be kept, at the office or agency maintained pursuant to Section
2.2, a Certificate register (the "Certificate Register") in which, subject to
such reasonable regulations as it may prescribe, the Trustee (in such capacity,
the "Certificate Registrar") shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as provided herein; provided,
however, that no Certificate may be subdivided upon transfer or exchange such
that the denomination of any resulting Certificate is other than the authorized
denominations specified in the Forepart. Unless otherwise specified in the
Forepart, the initial Certificate Registrar shall be the Trustee. Upon any
resignation of a Certificate Registrar, the Trustee shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties of
Certificate Registrar.

                  (b)      Upon surrender for registration of transfer of any
Certificate at the office or agency maintained pursuant to Section 2.2, the
Depositor shall execute on behalf of the Trust, and the Trustee shall
authenticate and deliver in the name of the designated transferee or
transferees, one or more new Certificates of the same Class and in authorized
denominations of a like aggregate Certificate Principal Balance dated the date
of authentication by the Trustee.

                  (c)      At the option of a Certificateholder, Certificates
may be exchanged for other Certificates of the same Class and in authorized
denominations of a like aggregate Certificate Principal Balance upon surrender
of the Certificates to be exchanged at the office or agency maintained pursuant
to Section 2.2. Whenever any Certificates are so surrendered for exchange, the
Depositor shall execute on behalf of the Trust, and the Trustee shall
authenticate and deliver, one or more Certificates dated the date of
authentication by the Trustee. Such Certificates shall be delivered to the
Certificateholder making the exchange.

                  (d)      Every Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Certificateholder or its attorney duly authorized
in writing. Each Certificate surrendered for registration of transfer and
exchange shall be cancelled and subsequently destroyed by the Trustee or
Certificate Registrar in accordance with its customary practice.

                  (e)      No service charge shall be made for any registration
of transfer or exchange of Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover


                                      -12-
<PAGE>
                                                                     EXHIBIT 4.5


any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates. The Certificate Registrar shall, upon any
registration of transfer, provide the Indenture Trustee with immediate notice of
such transfer if the Certificates will continue to be Book-Entry Certificates
after such transfer. If the Certificates will be Definitive Certificates after
such transfer, the Trustee shall provide such notice of transfer to the
Indenture Trustee within five (5) Business Days.

                  (f)      The provisions of Sections 7.1, 7.3, 7.8 and 7.10
shall apply to the Trustee in its role as Certificate Registrar, for so long as
the Trustee shall act as Certificate Registrar.

                  SECTION 3.4 Calculation of Interest; Stripped Certificates.

                  (a)      Unless otherwise specified in the Forepart, the
interest rate applicable to the Certificates and the Notes will be the fixed
rate or equivalent floating rate applicable to payments received by the Trust
under the related Swap Agreement (as determined by the Calculation Agent) or
under the Underlying Securities, if there is no Swap Agreement. The Calculation
Agent (or the Trustee, if applicable) shall calculate the interest rate
applicable to the Certificates and the Notes from time to time as specified in
the Forepart. All determinations of interest by the Calculation Agent, if any,
and otherwise the Trustee, hereunder shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Certificateholders and
Noteholders. Each of the protections, releases, indemnities and other terms
applicable to the Trustee under Sections 7.1 and 7.3 shall apply to the
Calculation Agent (or the Trustee, if applicable) in connection with its actions
as Calculation Agent for the Trust.

                  (b)      With respect to any Stripped Certificate that is
entitled to principal distributions, with disproportionate, nominal or no
interest distributions, on or after the stated maturity date of the principal
due on the Underlying Securities related thereto, if the Underlying Securities
Issuer shall have paid in full and the Trustee shall have received the amount of
such principal upon maturity of the Underlying Securities related thereto, the
Trustee shall pay to the holder of such Stripped Certificate, upon presentation
and surrender thereof, no later than one Business Day after receipt of funds by
the Trustee, the entire amount of such principal, less any taxes or governmental
charges required to be withheld from such payment by the Trustee.

                  (c)      With respect to any Stripped Certificate that is
entitled to interest distributions, with disproportionate, nominal or no
principal distributions, on or after the interest payment date on the Underlying
Security related thereto, if the Underlying Securities Issuer shall have paid in
full and the Trustee shall have received the amount of such interest due, the
Trustee shall pay to the holder of such Stripped Certificate, upon presentation
and surrender thereof, no later than one Business Day after receipt of funds by
the Trustee, the entire amount of such interest, less any taxes or governmental
charges required to be withheld from such payment by the Trustee.

                  SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates.

                  (a)      If (i) any mutilated Certificate is surrendered to
the Certificate Registrar, or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Certificate Registrar, the Trustee and the Depositor
such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Certificate Registrar or the
Trustee that such Certificate has been acquired by a protected purchaser, the
Depositor shall execute on behalf of the Trust and the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a replacement Certificate of the same
Class and a like aggregate Certificate Principal Balance; provided, however,
that if any such destroyed, lost or stolen Certificate, but not a mutilated
Certificate, shall have become or within seven


                                      -13-
<PAGE>
                                                                     EXHIBIT 4.5


days shall be due and payable, then instead of issuing a replacement Certificate
the Trustee may pay such destroyed, lost or stolen Certificate when so due or
payable.

                  (b)      If, after the delivery of a replacement Certificate
or payment in respect of a destroyed, lost or stolen Certificate pursuant to
Section 3.5(a), a protected purchaser of the original Certificate in lieu of
which such replacement Certificate was issued presents for payment such original
Certificate, the Trustee shall be entitled to recover such replacement
Certificate (or such payment) from the Person to whom it was delivered or any
Person taking such replacement Certificate from such Person to whom such
replacement Certificate was delivered or any assignee of such Person, except a
protected purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Trustee in connection therewith.

                  (c)      In connection with the issuance of any replacement
Certificate under this Section 3.5, the Trustee may require the payment by the
Certificateholder of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other reasonable expenses
(including the fees and expenses of the Trustee and the Certificate Registrar)
connected therewith.

                  (d)      Any Certificate issued pursuant to this Section 3.5
in replacement of any mutilated, destroyed, lost or stolen Certificate shall
constitute an original additional contractual obligation of the Trust, whether
or not the mutilated, destroyed, lost or stolen Certificate shall be found at
any time or be enforced by anyone, and shall be entitled to all the benefits of
the Series Trust Agreement equally and proportionately with any and all other
Certificates duly issued hereunder.

                  (e)      The provisions of this Section 3.5 are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Certificates.

                  SECTION 3.6 Persons Deemed Certificateholders. Prior to due
presentation of a Certificate for registration of transfer, the Trustee or the
Certificate Registrar may treat the Person in whose name the Certificate shall
be registered in the Certificate Register as the Certificateholder of such
Certificate for the purpose of receiving distributions pursuant to Article VI
and for all other purposes whatsoever, and neither the Trustee nor the
Certificate Registrar shall be affected by any notice to the contrary.

                  SECTION 3.7 Access to List of Certificateholders' Names and
Addresses.

                  (a)      The Depositor shall furnish or cause to be furnished
to the Trustee and the Indenture Trustee not more than five (5) days before each
Distribution Date, and at such other times as the Trustee or the Indenture
Trustee may request in writing, a list, in such form as the Trustee or the
Indenture Trustee may reasonably require, to the extent such information is in
the possession or control of the Depositor or any of its Paying Agents, of the
names and addresses of the Certificateholders as of the most recent Record Date;
provided, however, that so long as the Trustee is the Certificate Registrar,
such list shall only be required to be furnished to the Indenture Trustee. If
the Trustee is the Certificate Registrar, upon written request by the Depositor,
the Trustee shall furnish or cause to be furnished to the Depositor, within
fifteen (15) days after receipt of such request, a list, in such form as the
Depositor may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date. Each Certificateholder, by
receiving and holding a Certificate, shall be deemed to have agreed not to hold
any of the Depositor or the Trustee accountable by reason of the disclosure of
its name and address, regardless of the source from which such information was
derived. For purposes of any and all distributions to be made by the Indenture
Trustee under the Indenture, the Indenture Trustee may assume


                                      -14-
<PAGE>
                                                                     EXHIBIT 4.5


that the Certificateholders are those Persons who last were identified to it as
Certificateholders by the Certificate Registrar.

                  (b)      For purposes of determining the identity of
Certificateholders entitled to vote or in connection with any notice or other
communication to be provided to Certificateholders pursuant to the Series Trust
Agreement by the Trustee with respect to any consent or other action to be taken
by Certificateholders, the Trustee shall establish a record date for such
consent or other action and, if any Certificates are held as Book-Entry
Certificates, give DTC notice of such record date not less than fifteen (15)
calendar days in advance of such record date to the extent possible. Such record
date shall be the later of thirty (30) days prior to the first solicitation of
such consent or other action and the date of the most recent list of
Certificateholders furnished to the Trustee pursuant to Section 3.7(a).

                  SECTION 3.8 Preservation of Information; Communications to
Certificateholders.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Certificateholders
contained in the most recent list furnished to the Trustee as provided in
Section 3.7 and the names and addresses of Certificateholders received by the
Trustee in its capacity as Certificate Registrar. The Trustee may destroy any
list furnished to it as provided in such Section 3.7 upon receipt or preparation
of a new list so furnished.

                  (b)      Certificateholders shall have the right to
communicate pursuant to TIA Section 312(b) with other Certificateholders with
respect to their rights under the Series Trust Agreement or under the
Certificates, and the Trustee shall take such action, from time to time, as may
be required by the provisions of TIA Section 312(b).

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

                  SECTION 3.9 Book-Entry Certificates. The Certificates of each
Class, upon original issuance, shall be issued in the form of a global
Certificate or Certificates representing Book-Entry Certificates, to be
delivered to DTC by or on behalf of the Trust. Such global Certificate or
Certificates shall be registered on the Certificate Register in the name of Cede
& Co., the nominee of DTC, and no Certificate Owner shall receive a physical
Certificate representing such Certificate Owner's interest in a Certificate,
except as provided in Section 3.11. Unless and until definitive fully-registered
Certificates (the "Definitive Certificates") shall have been issued to
Certificate Owners pursuant to Section 3.11:

                  (a)      the provisions of this Section 3.9 shall be in full
force and effect;

                  (b)      the Certificate Registrar and the Trustee shall be
entitled to deal with Cede & Co. for all purposes of the Series Trust Agreement
(including the distribution of principal of and periodic distributions on the
Certificates and the giving of instructions or directions hereunder) as the sole
Certificateholder and shall have no obligation to the Certificate Owners, and
whenever a notice or other communication to the Certificateholders is required
under the Series Trust Agreement, unless and until Definitive Certificates shall
have been issued to Certificate Owners pursuant to Section 3.11, the Trustee
shall give all such notices and communications specified herein to be given to
Certificateholders to Cede & Co. and shall have no further obligation to the
Certificate Owners.;

                  (c)      to the extent that the provisions of this Section 3.9
conflict with any other provisions of these Standard Terms, the provisions of
this Section 3.9 shall control;


                                      -15-
<PAGE>
                                                                     EXHIBIT 4.5


                  (d)      the rights of the Certificate Owners shall be
exercised only through DTC and shall be limited to those established by law and
agreements between such Certificate Owners and DTC and/or DTC Participants.
Unless and until Definitive Certificates are issued pursuant to Section 3.11,
DTC will make book-entry transfers among DTC Participants and receive and
transmit distributions of principal of and periodic distributions on the
Certificates to such DTC Participants, pursuant to the Letter of
Representations; and

                  (e)      whenever the Series Trust Agreement requires or
permits actions to be taken based upon instructions or directions of
Certificateholders evidencing a specified percentage, Cede & Co. shall be deemed
to represent such percentage only to the extent that it has received
instructions to such effect from Certificate Owners and/or DTC Participants
owning or representing, respectively, such required percentage and has delivered
such instructions to the Trustee.

                  SECTION 3.10 Legend on Global Certificates. Each global
Certificate shall bear the following legend:

                           This Certificate is a global Certificate within the
                           meaning of the Series Trust Agreement hereinafter
                           referred to and is registered in the name of the
                           Depository Trust Company ("DTC") or a nominee of DTC.
                           This Certificate is exchangeable for Certificates
                           registered in the name of a Person other than DTC or
                           its nominee only in the limited circumstances
                           described in the Series Trust Agreement and may not
                           be transferred except as a whole by DTC or by a
                           nominee of DTC to DTC or another nominee of DTC.

                           Unless this Certificate is presented by an authorized
                           representative of DTC to the Trust or its agent for
                           registration of transfer, exchange, or payment, and
                           any Certificate issued is registered in the name of
                           Cede & Co. or in such other name as is requested by
                           an authorized representative of DTC (and any payment
                           is made to Cede & Co. or to such other entity as is
                           requested by an authorized representative of DTC).
                           ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
                           OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
                           as the registered owner hereof, Cede & Co., has an
                           interest herein.

                  SECTION 3.11 Definitive Certificates. If (a) the Depositor
advises the Trustee in writing that DTC is no longer willing or able to properly
discharge its responsibilities with respect to the Certificates, and the
Depositor does not appoint a qualified successor within 90 days; (b) the
Depositor advises the Trustee in writing that it elects to terminate the
book-entry system through DTC; or (c) an Available Information Event occurs
(provided that the financial statements and other information about the
Underlying Securities Issuer referred to in Section 4.1(a)(iv) hereof are not
thereafter available to the Trust), then, in any such case, the Trustee shall
notify DTC of the occurrence of any such event and of its intent to make
Definitive Certificates available to Certificate Owners (or, in the case of an
event referred to in clause (c), the relevant event), and shall request the
surrender by DTC to the Trustee of the typewritten global Certificate or
Certificates representing the Book-Entry Certificates by DTC and the Trustee.
Upon such surrender, accompanied by registration instructions from DTC, the
Trustee shall execute and authenticate the Definitive Certificates in accordance
with the instructions of DTC. Neither the Certificate Registrar nor the Trustee
shall be liable for any delay in delivery of such instructions and each may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates, the Trustee shall recognize the
holders of the Definitive Certificates as Certificateholders.


                                      -16-
<PAGE>
                                                                     EXHIBIT 4.5


                  SECTION 3.12 Depositor as Certificateholder. Subject to the
proviso set forth in the definition of "Outstanding" in Section 1.1, the
Depositor in its individual or any other capacity may become the owner or
pledgee of Certificates and may otherwise deal with the Trustee or its
Affiliates as if it were not the Depositor.

                  SECTION 3.13 Transfer Restrictions.

                  (a)      No Certificateholder or Certificate Owner may, in any
transaction or series of transactions, directly or indirectly (each of the
following, a "transfer"), (i) sell, assign or otherwise in any manner dispose of
all or any part of its interest in any Certificate issued to it, whether by act,
deed, merger or otherwise, or (ii) mortgage, pledge or create a lien or security
interest in such beneficial interest unless such transfer satisfies the
conditions set forth in this Section 3.13. No purported transfer of any interest
in any Certificate or Book-Entry Certificate or any portion thereof which is not
made in accordance with this Section 3.13 shall be given effect by or be binding
upon the Trust, the Depositor or the Trustee and any such purported transfer
shall be null and void ab initio and vest in the transferee no rights against
the Trust, the Depositor or the Trustee.

                  By its acceptance of a Certificate or Book-Entry Certificate,
each Certificateholder or Certificate Owner will be deemed to have represented
and agreed that transfer thereof is restricted and agrees that it shall transfer
such Certificate or Book-Entry Certificate only in accordance with the terms of
the Series Trust Agreement and such Certificate or Book-Entry Certificate and in
compliance with applicable law.

                  (b)      Unless otherwise specified in the Forepart, no
Certificates or Book-Entry Certificates may be transferred to a Benefit Plan or
any Person acting on behalf of a Benefit Plan.

                  (c)      Unless otherwise specified in the Forepart, each
Certificate issued hereunder will contain the following legend, together with
such legend, if any, as may be set out in the Forepart describing any other
applicable ERISA restrictions on transfer:

                           NO EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3)
                           OF ERISA) WHICH IS SUBJECT TO ERISA, NO PLAN (AS
                           DEFINED IN SECTION 4975(e)(1) OF THE CODE, OTHER THAN
                           A GOVERNMENTAL OR CHURCH PLAN DESCRIBED IN SECTION
                           4975(g)(2) OR (3) OF THE CODE) WHICH IS SUBJECT TO
                           SECTION 4975 OF THE CODE, NO GOVERNMENTAL OR CHURCH
                           PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL
                           LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE
                           PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION
                           4975 OF THE CODE, AND NO ENTITY WHOSE UNDERLYING
                           ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY SUCH
                           PLAN'S INVESTMENT IN THE ENTITY (EXCLUDING ANY ENTITY
                           REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940,
                           AS AMENDED) (EACH, A "PLAN"), OR ANY PERSON ACTING ON
                           BEHALF OF ANY PLAN, MAY PURCHASE OR HOLD A
                           CERTIFICATE OR ANY INTEREST THEREIN.

                  SECTION 3.14 Deemed ERISA Plan Representation. Each purchaser
of a Certificate will be deemed to have represented, agreed and acknowledged, as
applicable, for the benefit of the Depositor and the Underwriters and their
respective Affiliates, that the purchaser is not a Benefit Plan or a Person
acting on behalf of a Benefit Plan.


                                      -17-
<PAGE>
                                                                     EXHIBIT 4.5


                  SECTION 3.15 Actions by Certificateholders. No
Certificateholder may institute any Proceeding with respect to the Series Trust
Agreement unless (a) such Certificateholder previously has given to the Trustee
written notice of a continuing breach of the Series Trust Agreement or an Event
of Default, (b) Certificateholders evidencing the Required Percentage - Remedies
have requested in writing that the Trustee institute such proceeding in its own
name as Trustee, (c) the Trustee has been offered reasonable indemnity for its
costs, expenses and liabilities, (e) the Trustee has for 15 days failed to
institute such proceeding, and (f) no direction inconsistent with such written
request has been given to the Trustee during such 15-day period by
Certificateholders evidencing the Required Percentage - Remedies.

                                   ARTICLE IV
                                  THE DEPOSITOR

                  SECTION 4.1 Obligations of the Depositor.

                  (a)      The Depositor shall:


                  (i)      on behalf of the Trust, prepare and file or cause the
         Trustee (in accordance with instructions from the Depositor as to form
         and substance) to prepare and file with the Commission in accordance
         with rules and regulations prescribed by the Commission, following the
         execution thereof by the Depositor, copies of the annual reports and of
         the information, documents and other reports (or copies of such
         portions of any of the foregoing as the Commission may from time to
         time by rules and regulations prescribe), if any, which the Depositor
         on behalf of the Trust may be required to file with the Commission
         pursuant to Section 13 or 15(d) of the Exchange Act with respect to the
         Trust;



                  (ii)     on behalf of the Trust, prepare and file or cause the
         Trustee (in accordance with instructions from the Depositor as to form
         and substance) to prepare and file with the Commission, in accordance
         with rules and regulations prescribed by the Commission, such
         additional information, documents and reports, including such
         certificates of independent public accountants contemplated in TIA
         Section 314(a)(2), with respect to compliance by the Trust with the
         conditions and covenants of the Series Trust Agreement, if any, as may
         be required to be filed with the Commission from time to time by such
         rules and regulations;


                  (iii)    supply to the Trustee (and the Trustee shall transmit
         by mail to all Certificateholders described in TIA Section 313(c), in
         the manner and to the extent provided therein) such summaries of any
         information, documents and reports required to be filed by the
         Depositor pursuant to clauses (i) and (ii) of this Section 4.1(a), if
         any, as may be required by rules and regulations prescribed from time
         to time by the Commission; and


                  (iv)     after an Available Information Event, on behalf of
         the Trust, prepare and file or cause the Trustee to prepare and file
         with the Commission, following the execution thereof by the Depositor,
         reports of the kind referred to in clause (i) of this Section 4.1(a)
         with respect to each Underlying Securities Issuer, to the extent such
         reports are then available to the Depositor, for as long as the
         Depositor on behalf of the Trust is required to file such reports under
         the Exchange Act. Such reports shall include quarterly and annual
         financial statements and other information of the type required to be
         filed on Form 8-K under the Exchange Act with respect to the Underlying
         Securities Issuer. A copy of each such report shall be provided to the
         Trustee at least ten (10) Business Days prior to the date required for
         filing. If such reports and information are not available to the
         Depositor at a time when such reports and information are required to
         be filed with the Commission by the Depositor on behalf of the Trust,



                                      -18-
<PAGE>
                                                                     EXHIBIT 4.5


         the Trustee shall cause the removal of the Certificates from the DTC
         book-entry system as set forth in Section 3.11 of the Series Trust
         Agreement and shall notify the Underlying Securities Issuer that the
         Certificateholders constitute record holders of the Underlying
         Securities for purposes of the Exchange Act.

                  (b)      The Depositor shall deliver to the Trustee, on or
before February 15th of each year, an Officer's Certificate signed by an
Executive Officer of the Depositor stating that:

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

                  (ii)     to the best of such Executive Officer's knowledge,
         based on such review, the Depositor has fulfilled all conditions and
         covenants under the Series Trust Agreement throughout such year, or, if
         there has been a default in the fulfillment of any such condition or
         covenant, specifying each such default known to such Executive Officer
         and the nature and status thereof.

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

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

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

                  (e)      If and only if the Series Trust Agreement provides
for the pledge of the Underlying Securities or any other Trust Assets to the
Trustee (and not merely the transfer, assignment, conveyance and sale, without
recourse, thereof to the Trustee):


                                      -19-
<PAGE>
                                                                     EXHIBIT 4.5


                  (i)      whenever any property or securities are to be
         released from the lien created by the Series Trust Agreement, the
         Depositor shall furnish to the Trustee an Officer's Certificate of the
         Depositor (within 90 days of such release), that meets the requirements
         of TIA Section 314(d) certifying or stating the opinion of each Person
         signing such certificate as to the fair value of the property or
         securities proposed to be released and stating that in the opinion of
         such person the proposed release will not impair the security under the
         Series Trust Agreement in contravention of the provisions hereof;

                  (ii)     whenever any property or securities are to be
         released from the lien created by the Series Trust Agreement, if the
         fair value of the property or securities and of all other property or
         securities released from the lien created by the Series Trust Agreement
         since the commencement of the then current calendar year, as set forth
         in the certificates required by clause (i) above and this clause (ii),
         equals 10% or more of the Certificate Principal Balance of the
         Outstanding Certificates at the beginning of such year, then the
         Depositor shall furnish to the Trustee an Independent Certificate as to
         the fair value of the property or securities proposed to be released
         and stating that in the opinion of such person the proposed release
         will not impair the security under the Series Trust Agreement in
         contravention of the provisions hereof, but such certificate need not
         be furnished in the case of any release of property or securities if
         the fair value thereof as set forth in the related Officer's
         Certificate of the Depositor is less than $25,000 or less than one
         percent of the then aggregate Certificate Principal Balance of the
         Outstanding Certificates;

                  (iii)    prior to the deposit with the Trustee of any
         securities (other than Certificates or securities secured by a lien
         prior to the lien created by the Series Trust Agreement) in exchange
         for which the Trust is to authenticate and deliver Certificates,
         withdraw cash constituting a part of the Trust Assets or release of any
         property or securities subject to the lien created by the Series Trust
         Agreement, the Depositor shall furnish to the Trustee an Officer's
         Certificate of the Depositor (within 90 days of such deposit), that
         meets the requirements of TIA Section 314(d) certifying or stating the
         opinion of each person signing such certificate as to the fair value to
         the Depositor of the securities to be so deposited;

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

                  (v)      subject to the payment of its fees and expenses
         hereunder, the Trustee may, and when required by the provisions of the
         Series Trust Agreement, shall, execute instruments to release property
         from the lien created by the Series Trust Agreement, or convey the
         Trustee's interest in the same, in a manner and under circumstances
         that are consistent with the provisions of the Series Trust Agreement.
         No party relying upon an instrument executed by the Trustee in


                                      -20-
<PAGE>
                                                                     EXHIBIT 4.5


         connection therewith shall be bound to ascertain the Trustee's
         authority, inquire into the satisfaction of any conditions precedent or
         see to the application of any moneys; and

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

                  (f)      In relation to the authentication and delivery of the
Certificates and the Notes the release or the release and substitution of
property subject to the lien created by the Series Trust Agreement, to the
satisfaction and discharge of the Series Trust Agreement, or to any other action
to be taken by the Trustee at the request or upon the application of the
Depositor, the Depositor shall furnish to the Trustee the following evidence of
compliance with the conditions precedent (including any covenants compliance
with which constitutes a condition precedent), if any, to such action, namely
(i) an Officer's Certificate stating that all conditions precedent, if any,
provided for in the Series Trust Agreement relating to the proposed action have
been complied with, (ii) an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with and
(iii) (if required by the TIA) an Independent Certificate from a firm of
certified public accountants meeting the applicable requirements of the TIA,
except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of the
Series Trust Agreement, no additional certificate or opinion need be furnished.
Every certificate or opinion with respect to compliance with a condition or
covenant provided for in the Series Trust Agreement shall include:

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

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

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

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

                                    ARTICLE V
                               ACTIONS BY TRUSTEE

                  SECTION 5.1 Prior Notice to Certificateholders with Respect to
Certain Matters. The Trustee shall not take action with respect to the following
matters, unless (a) the Trustee shall have notified the Certificateholders in
writing of the proposed action at least 30 days before the taking of such
action, (b) no Certificateholders shall have notified the Trustee in writing
prior to the 30th day after such notice is given that such Certificateholders
have withheld consent or provided alternative direction, or, if any such
Certificateholders have so withheld consent or provided alternative direction, a
majority, as specified in Section 5.3 hereof, shall have notified the Trustee in
writing prior to such 30th day that they have consented to such action, and (c)
the Rating Agency Condition is satisfied:

                  (i)      the initiation of any claim or lawsuit by the Trust
         or the compromise of any action, claim or lawsuit brought by or against
         the Trust;


                                       21
<PAGE>
                                                                     EXHIBIT 4.5


                  (ii)     the election by the Trust to file an amendment to the
         Certificate of Trust, unless such amendment is required to be filed
         under the Trust Statute;

                  (iii)    the appointment pursuant to the Series Trust
         Agreement of a successor Certificate Registrar, or the consent to the
         assignment by the Certificate Registrar of its obligations under the
         Series Trust Agreement.

                  (iv)     the amendment or other change to the Series Trust
         Agreement or any Basic Document in circumstances where the consent of
         any Noteholder or Certificateholder is required;

                  (v)      the amendment or other change to the Series Trust
         Agreement or any Basic Document in circumstances where the consent of
         any Noteholder or Certificateholder is not required and such amendment
         materially adversely affects the interest of the Noteholders or
         Certificateholders;

                  (vi)     the appointment, pursuant to the Indenture, of a
         successor Note Registrar, Paying Agent or Indenture Trustee, or
         pursuant to the Series Trust Agreement, of a successor Certificate
         Registrar, or the consent to the assignment by the Note Registrar,
         Paying Agent or Indenture Trustee or Certificate Registrar of its
         obligations under the Indenture or the Series Trust Agreement, as
         applicable.

                  The Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the unanimous prior
approval of all Noteholders and Certificateholders and the delivery to the
Trustee by each such Noteholder and Certificateholder of a certificate
certifying that each such Noteholder and Certificateholder reasonably believes
hat the Trust is insolvent.

                  SECTION 5.2 Action by Trustee with Respect to Certain Matters.
The Trustee shall not have the power, except upon the authority of a written
direction signed by all of the Certificateholders or as expressly provided in
the Basic Documents, or except in connection with the pledge and delivery, if
any, of the Trust Assets and any proceeds thereof to the Indenture Trustee
pursuant to the terms of the Indenture, to (a) sell or dispose of the Underlying
Securities or any other Trust Assets or any interest therein, (b) assign or
terminate the Swap Agreement, any Related Agreement or any Credit Enhancement
Agreement; or (c) agree to any amendment, modification or supplement to the
Underlying Securities, or any other Trust Assets, the Swap Agreement, any
Related Agreement or any Credit Enhancement Agreement, provided the Rating
Agency Condition is satisfied. The Trustee shall provide notice to the Rating
Agency after the occurrence of any event described in item (a), (b) or (c) in
the preceding sentence.

                  SECTION 5.3 Majority Control. Except as expressly provided
herein, any action that may be taken or consent that may be given or withheld by
the Certificateholders under the Series Trust Agreement may be taken, given or
withheld by Certificateholders evidencing a majority of the Certificate
Principal Balance of all Classes or of the Voting Rights if the Voting Rights
are allocated by Class in the Forepart. Except as expressly provided in the
Series Trust Agreement, any written notice of the Certificateholders delivered
pursuant to the Series Trust Agreement shall be effective if signed by
Certificateholders evidencing a majority of the Certificate Principal Balance of
all Classes at the time of the delivery of such notice.


                                      -22-
<PAGE>
                                                                     EXHIBIT 4.5


                                   ARTICLE VI
                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

                  SECTION 6.1 Establishment of Collection Account.

                  (a)      The Trustee, for the benefit of the
Certificateholders shall establish and maintain in the name of the Trust, one
Eligible Trust Account known as the Collection Account, bearing an additional
designation clearly indicating that the funds deposited therein are held for the
benefit of the Certificateholders, subject to the obligations of the Trust under
the Indenture and the Notes, the Swap Agreement, any Related Agreement and any
Credit Enhancement Agreement. The Trustee, directly or through its agents, shall
make reasonable efforts to collect all scheduled payments under the Trust
Assets, the Swap Agreement, any Related Agreement and any Credit Enhancement
Agreement and will follow, or cause to be followed, any collection procedures
that it would follow with respect to comparable financial assets that it held
for its own account, provided, these procedures must be consistent with the
Series Trust Agreement and any related instrument governing any other Trust
Asset, the Swap Agreement, any Related Agreement or any Credit Enhancement
Agreement. Notwithstanding the foregoing, upon the issuance of any Notes by the
Trust and as long as any Notes remain outstanding, the Trustee shall deliver all
Trust Assets and proceeds thereof to the Indenture Trustee in accordance with
the Indenture

                  (b)      The Trustee shall possess all right, title and
interest in and to all funds on deposit from time to time in the Collection
Account and in all proceeds thereof, unless such funds and proceeds are subject
to the lien created by the Indenture. The Collection Account shall be under the
sole dominion and control of the Trustee for the benefit of the
Certificateholders, subject to the obligations of the Trust under the Swap
Agreement, any Related Agreement and any Credit Enhancement Agreement. If, at
any time, the Collection Account ceases to be an Eligible Trust Account, the
Trustee shall within 10 Business Days (or such longer period, not to exceed 30
calendar days, to which each Rating Agency may consent) establish a new
Collection Account as an Eligible Trust Account and shall transfer any funds in
the existing Collection Account to such new Collection Account.

                  (c)      The Collection Account shall be a non-interest
bearing account. Pending application pursuant to Sections 6.2 or 8.2 hereof,
moneys held in the Collection Account shall not be reinvested except as provided
in the Forepart.

                  SECTION 6.2 Application of Trust Funds.

                  (a)      Except to the extent otherwise specified in the
Forepart, and except to the extent such moneys or property are paid or
delivered, or required to be paid or delivered, to the Indenture Trustee,
pursuant to the Indenture, the Trustee shall credit to the Collection Account
all moneys or property received by the Trust in respect of (i) the Trust Assets
and (ii) payments to the Trust under the Swap Agreements or the Related
Agreements, other than any payment made to the Trust on the Closing Date, which
payment is required to be applied to the purchase of the Trust Assets and (iii)
any payments to the Trust under any Credit Enhancement Agreement.

                  (b)      Except to the extent such moneys or property are paid
or delivered, or required to be paid or delivered, to the Indenture Trustee,
pursuant to the Indenture, on each Obligations Payment Date, the Trustee shall
(i) withdraw from the Collection Account such amounts as are necessary to
satisfy the expenses of the Trust, to the extent not paid by the Depositor
pursuant to Section 7.10 hereof, (ii) withdraw from the Collection Account and
remit first to the Swap Counterparty, then to the counterparty to any Related
Agreement, and then to the counterparty to any Credit Enhancement Agreement (in
accordance with any priority of payments specified in the Forepart), any amounts
due to such Person from the Trust on such date pursuant to the terms of the Swap
Agreement, the relevant Related Agreement or


                                      -23-
<PAGE>
                                                                     EXHIBIT 4.5


the relevant Credit Enhancement Agreement (net of amounts due to the Trust from
such Person on such date), and (iii) retain in the Collection Account any
amounts due to the Trust and received from such Person on such date pursuant to
the terms of the Swap Agreement, the relevant Related Agreement or the relevant
Credit Enhancement Agreement.

                  (c)      On each Distribution Date, the Trustee shall, after
paying any amounts due under the Swap Agreement, any Related Agreement or any
Credit Enhancement Agreement as provided in Section 6.2(b), (i) pay the
Noteholders, in accordance with the Indenture, all amounts due in respect of the
Notes and not previously received by the Indenture Trustee, on such Distribution
Date, and then (ii) distribute from the Collection Account to the
Certificateholders, on a pro rata basis, all amounts then remaining on deposit
in the Collection Account, provided that any payments which the Trustee has
received in respect of the Swap Agreement, any Related Agreement or any Credit
Enhancement Agreement by 3:00 p.m. (New York City time) on the Distribution Date
will be distributed on the Distribution Date, and any payments received after
3:00 p.m. on the Distribution Date will be distributed on the next Business Day,
and such delayed payments shall not include any additional interest.

                  (d)      The Trustee shall be entitled to rely on a
certificate of the Calculation Agent, if applicable, for the amount of any
payments to be paid or received by the Trust under the Swap Agreement, any
Related Agreement or Credit Enhancement Agreement or paid by the Trust on the
Certificates, which the Calculation Agent shall provide at least two (2)
Business Days prior to each Obligations Payment Date and Distribution Date,
respectively.

                  (e)      Notwithstanding the foregoing Sections 6.2(a) to (d),
in the event of an event described in Section 8.2(a) hereof, funds shall be
applied by the Trustee in accordance with Section 8.2 and not this Section 6.2.

                  (f)      If any withholding tax is imposed on the Trust's
payment (or allocations of income) to a Certificateholder such tax shall reduce
the amount otherwise distributable to the Certificateholder in accordance with
this Section 6.2, including any amounts payable to Certificateholders pursuant
to Section 8.2 below. The Trustee is hereby authorized and directed to retain
from amounts otherwise distributable to the Certificateholders sufficient funds
for the payment of any tax that is legally required to be withheld by the Trust
(but such authorization shall not prevent the Trustee if indemnified to its
satisfaction, from contesting any such tax in appropriate proceedings and
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings). The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the Trust and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a Certificateholder that is
a non-U.S. Person), the Trustee may in its sole discretion withhold such amounts
in accordance with this Section 6.2(f). If a Certificateholder wishes to apply
for a refund of any such withholding tax, the Trustee shall reasonably cooperate
with such Certificateholder in making such claim so long as such
Certificateholder agrees to reimburse the Trustee for any out-of-pocket expenses
incurred. The Trustee shall not be liable to any Person for withholding or
failing to withhold any such withholding tax.

                  (g)      If the Trustee has received any amount from any
Person in respect of distributions of interest on the Underlying Securities or
any other Trust Asset and such Person is entitled to require and requires, that
the Trustee repay such amounts, the Trustee shall have the right to
reimbursement of any such amounts, from the Certificateholders with respect to
any such amounts distributed to Certificateholders and shall, to the extent
provided under the Swap Agreement, any Related Agreement or any Credit
Enhancement Agreement, seek reimbursement of any such amounts from the


                                      -24-
<PAGE>
                                                                     EXHIBIT 4.5


relevant party under such agreement, including in each case any amounts payable
to Certificateholders pursuant to Section 8.2 below.

                  (h)      Notwithstanding any other provisions in the Series
Trust Agreement, the right of any Certificateholder to receive payment of
principal of and interest on a Certificate on or after their due dates, and to
institute suit for the enforcement of any such payment on or after the date such
payment is payable, shall not be impaired without the consent of such
Certificateholder.

                  SECTION 6.3 Appointment of Paying Agent. The Trustee may
appoint one or more paying agents (each, a "Paying Agent") with respect to the
Certificates. Any such Paying Agent shall be authorized to make distributions to
Certificateholders from the Collection Account pursuant to the provisions of the
Series Trust Agreement and shall report the amounts of such distributions to the
Trustee. Any Paying Agent shall have the revocable power to withdraw funds from
such Collection Account for the purpose of making such distributions. The
Trustee in its sole discretion, may revoke such power and remove the Paying
Agent. The Paying Agent shall initially be the Trustee and any co-paying agent
chosen by the Depositor and acceptable to the Trustee, including, if and so long
as any series of Certificates is listed on the any securities exchange and such
exchange so requires, a co-paying agent in any city required by the rules of
such exchange. Any Paying Agent shall be permitted to resign as Paying Agent
upon 30 days' notice to the Trustee. In the event that the Trustee shall resign
as Paying Agent, the Trustee shall appoint a successor or additional Paying
Agent. The Trustee shall cause each successor or additional Paying Agent to
execute and deliver to the Trustee an instrument in which such successor or
additional Paying Agent shall agree with the Trustee that (a) it will hold all
sums, if any, held by it for distribution to the Certificateholders in trust for
the benefit of the Certificateholders entitled thereto until such sums shall be
distributed to such Certificateholders or returned to the Trustee, and (b) it
will give the Trustee notice of any default, that is known to it, by any
Underlying Securities Issuer or the obligor under any other Trust Asset, the
Swap Agreement, any Related Agreement or any Credit Enhancement Agreement. The
Paying Agent shall return all unclaimed funds to the Trustee and upon removal
shall also return all funds in its possession to the Trustee. The provisions of
Sections 7.1, 7.3, 7.8 and 7.10 shall apply to the Trustee also in its roles as
Paying Agent, for so long as the Trustee shall act as Paying Agent. Any
reference in the Series Trust Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise. Notwithstanding anything
contained herein to the contrary, the appointment of a Paying Agent pursuant to
this Section 6.3 shall not release the Trustee from the duties, obligations,
responsibilities or liabilities arising under the Series Trust Agreement other
than with respect to funds paid to such Paying Agent.

                  SECTION 6.4 Method of Payment. Subject to subsection 8.1(c),
distributions required to be made to Certificateholders on any Distribution Date
shall be made to each Certificateholder of record on the immediately preceding
Record Date either by wire transfer, in immediately available funds, to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided to the
Certificate Registrar appropriate written instructions at least five Business
Days prior to such Record Date, or, if not, by check mailed to such
Certificateholder at the address of such Certificateholder appearing in the
Certificate Register.

                  SECTION 6.5 Reports to Certificateholders. On the next
Business Day following each Distribution Date, or as soon after each
Distribution Date as practicable, the Trustee shall forward or cause to be
forwarded to the Depositor, each Certificateholder and any other Persons
specified in the Forepart, a statement setting forth:

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


                                      -25-
<PAGE>
                                                                     EXHIBIT 4.5


                  (b)      in the case of each Class of Certificates that bears
interest at a floating rate, the respective floating pass-through rate
applicable to each such Class on such Distribution Date, as calculated in
accordance with the method specified in such Certificates and the Series Trust
Agreement;

                  (c)      the amount of compensation received by the Trustee
for the period relating to such Distribution Date and such other customary
information as the Trustee deems necessary or desirable, or that any such
Certificateholder reasonably requests, to enable such Certificateholders to
prepare their tax returns;

                  (d)      the aggregate stated principal amount of the
Underlying Securities, the current rating assigned by each Rating Agency thereto
and the current interest rate (or weighted average interest rate) thereon at the
close of business on such Distribution Date;

                  (e)      the aggregate Certificate Principal Balance of each
Class of Certificates, including any Class of Certificates not offered to the
public) at the close of business on such Distribution Date, separately
identifying any reduction in the aggregate Certificate Principal Balance due to
the allocation of any realized losses or otherwise; and

                  (f)      as to any Class to which any Credit Enhancement
Agreement applies, the amount of credit support available under such agreement
as of the close of business on that Distribution Date.

                  In the case of information furnished pursuant to subclauses
(a) and (c) above, the amounts shall be expressed as a dollar amount (or the
equivalent thereof in any other specified currency) per minimum authorized
denomination of Certificates. Within a reasonable period of time after the end
of each calendar year, the Trustee shall furnish to each person who at any time
during such calendar year was a Certificateholder a statement containing the
information set forth in subclauses (a) and (c) above, aggregated for such
calendar year or the applicable portion thereof during which such person was a
Certificateholder. Such obligation of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee pursuant to any requirements of the Code as are from
time to time in effect. In the case of the rating furnished pursuant to
subclause (d) above, the Trustee may rely on an information agent such as
Bloomberg L.P.

                  SECTION 6.6 Accounting and Information to Certificateholders,
Internal Revenue Service and Others. The Trustee shall (a) maintain (or cause to
be maintained) the books of the Trust on a calendar year basis on the accrual
method of accounting, (b) deliver to each Certificateholder, as may be required
by the Code and applicable Treasury Regulations or otherwise, such information
reasonably available to the Trustee as may be required to enable each
Certificateholder to prepare its federal income tax returns, (c) if the Trust is
intended to be treated as a grantor trust, as specified in the Forepart, file
such tax returns relating to the Trust and make such elections as may from time
to time be required or appropriate under any applicable state or federal statute
or rule or regulation thereunder, (d) cause such tax returns to be signed in the
manner required by law and (e) collect or cause to be collected any withholding
tax as described in and in accordance with subsection 6.2(f) with respect to
income or distributions to Certificateholders or Noteholders. The Trustee shall
be authorized to retain an agent, including the Indenture Trustee, if
applicable, for the purpose of performing its obligations under the preceding
clauses (a), (b) and (c), and any expense of any such agent, to the extent not
paid by the Depositor pursuant to its separate fee agreement with the Trustee,
shall be an expense of the Trust and not of the Trustee.

                  SECTION 6.7 Signature on Returns. The Trustee shall sign on
behalf of the Trust any and all tax returns of the Trust.


                                      -26-
<PAGE>
                                                                     EXHIBIT 4.5


                                   ARTICLE VII
                                   THE TRUSTEE

                  SECTION 7.1 Duties of Trustee; Notice of Defaults.

                  (a)      The Trustee shall not (except during the continuance
of an Event of Default) be liable except for the performance by the Trustee of
such duties, and only such duties, as are specifically set forth in the Series
Trust Agreement and the other Basic Documents, including the administration of
the Trust in the interest of the Certificateholders, subject to the Basic
Documents and in accordance with the provisions of the Series Trust Agreement.
No implied covenants or obligations shall be read into the Series Trust
Agreement against the Trustee or the Depositor. During the period that an Event
of Default shall have occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by the Series Trust Agreement, and
shall use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of such
person's own affairs.

                  (b)      In the absence of bad faith on its part, and except
during the continuance of an Event of Default, the Trustee may conclusively rely
upon certificates or opinions furnished to the Trustee and conforming to the
requirements of the Series Trust Agreement in determining the truth of the
statements and the correctness of the opinions contained therein; provided,
however, that the Trustee shall have examined such certificates or opinions so
as to determine compliance of the same with the requirements of the Series Trust
Agreement.

                  (c)      The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or its own willful
misfeasance, except that:

                  (i)      this subsection 7.1(c) shall not limit the effect of
         subsections 7.1(a) or (b);

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

                  (iii)    the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 5.2, 5.3 or 7.5; and

                  (iv)     the Trustee shall not be liable for any loss or
         diminution in value of Underlying Securities or other Trust Assets sold
         by it under the Series Trust Agreement in good faith in accordance with
         its terms.

                  (d)      Subject to Section 6.1 and the definition of
"Eligible Trust Account" in Section 1.1 hereof, moneys received by the Trustee
hereunder need not be segregated in any manner except to the extent required by
law and may be deposited under such general conditions as may be prescribed by
law, and the Trustee shall not be liable for any interest thereon.

                  (e)      The Trustee shall not take any action that (i) is
inconsistent with the purposes of the Trust set forth in Section 2.3, (ii)
would, to the actual knowledge of a Responsible Officer, or to the actual
knowledge of an Authorized Signatory in the case of any action taken by an or
Authorized Signatory, of the Trustee, result in the Trust's becoming taxable as
a corporation for federal income tax purposes, or (iii) the Trustee should
reasonably be expected to know would result in the Trust becoming taxable as a
corporation for federal income tax purposes (in this connection, the Trustee
shall be protected in assuming that the performance of its express duties
hereunder would not have such a result). The


                                      -27-
<PAGE>
                                                                     EXHIBIT 4.5


Depositor shall not direct the Trustee to take any action that would violate the
provisions of this Section 7.1.

                  (f)      The Trustee shall have the legal power to exercise
all of the rights, powers and privileges of holders of the Underlying Securities
and other Trust Assets and all rights of the Trust under the Swap Agreement, any
Related Agreements and Credit Enhancement Agreements. However, neither the
Trustee (except as specifically provided herein) nor the Depositor shall be
under any obligation whatsoever to appear in, prosecute or defend any action,
suit or other proceeding in respect of the Underlying Securities or other Trust
Assets, the Swap Agreement or any Related Agreement or any Credit Enhancement
Agreement or the Certificates which is not incidental to its responsibilities
under the Series Trust Agreement or which in its opinion may involve it in any
expense or liability.

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


                  (h)      If (i) default is made in the payment of any
installment of interest on any Underlying Security when the same becomes due and
payable, and such default continues unremedied for the period specified in the
indenture or other authorizing document for such Underlying Security (or, if no
such period is specified, five (5) days) after receipt by the Underlying
Securities Issuer of notice thereof from the Trustee or receipt by the
Underlying Securities Issuer and the Trustee of notice thereof from
Certificateholders representing at least 25% of the Certificate Principal
Balance; or (ii) default is made in the payment of the principal of or any
installment of the principal of any Underlying Security when the same becomes
due and payable, and such default continues unremedied for the period specified
in the indenture or other authorizing document for such Underlying Security (or,
if no such period is specified, five (5) days after receipt by the Underlying
Securities Issuer of notice thereof from the Trustee or receipt by the
Underlying Securities Issuer and the Trustee of notice thereof from
Certificateholders representing at least 25% of the Certificate Principal
Balance, and the Underlying Securities Issuer shall, upon demand of the Trustee,
fail to pay forthwith to the Trustee, for the benefit of the Certificateholders,
the whole amount then due and payable on such Underlying Security for principal
and interest, with interest upon the overdue principal, at the rate borne by the
Underlying Security and in addition thereto such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee and
its agents and counsel, to the extent permitted by law and the terms of the
Underlying Securities, then (A) if the Underlying Securities are not covered by
a Credit Enhancement Agreement in favor of the Trust, the Trustee shall follow,
or cause to be followed, normal and customary practices and procedures as it
deems necessary or advisable to recover upon the defaulted Underlying
Securities, provided, however, that the Trustee shall not be required to expend
or risk its own funds or otherwise incur personal financial liability, or (B) if
the Underlying Securities are covered by a Credit Enhancement Agreement, the
Trustee, subject to provision being made for indemnification against costs,
expenses and liabilities in a form satisfactory to the Trustee, shall institute
a Proceeding for the collection of the sums so due and unpaid, and shall
prosecute such



                                      -28-
<PAGE>
                                                                     EXHIBIT 4.5


Proceeding to judgment or final decree or settlement, and shall enforce the same
against the Underlying Securities Issuer or other obligor upon the Underlying
Securities and collect in the manner provided by law out of the property of the
Underlying Securities Issuer or other obligor upon the Underlying Security
wherever situated, the moneys adjudged or decreed to be payable, unless
otherwise directed by the Certificateholders evidencing a majority of the
Certificate Principal Balance. In connection therewith, the Trustee shall use
its best reasonable efforts in accordance with such normal and customary
practices as it shall deem necessary or advisable, and shall have the power and
authority, acting alone, to do any and all things in connection therewith and
the administration of the Trust as it may deem necessary or advisable.

                  (i)      Section 315(e) of the TIA is hereby excluded from
operation in respect of the Series Trust Agreement.

                  SECTION 7.2 Rights of Trustee. The Trustee is authorized and
directed to execute and deliver the Basic Documents and each certificate or
other document attached as an exhibit to or contemplated by the Basic Documents
to which the Trust is to be a party, in such written form as the Depositor shall
approve in writing, executed by a Responsible Officer. In addition to the
foregoing, the Trustee is authorized and shall be obligated to take all actions
required of the Trust pursuant to the Basic Documents.

                  SECTION 7.3 Acceptance of Trusts and Duties. Except as
otherwise provided in this Article VII, in accepting the trusts hereby created,
the Trustee acts solely as Trustee hereunder and not in its individual capacity
and all Persons having any claim against the Trustee by reason of the
transactions contemplated by the Series Trust Agreement or any Basic Document
shall look only to the Trust Assets for payment or satisfaction thereof. The
Trustee accepts the trusts hereby created and agrees to perform its duties
hereunder with respect to such trusts but only upon the terms of the Series
Trust Agreement. The Trustee also agrees to disburse all moneys actually
received by it constituting part of the Trust Assets upon the terms of the Basic
Documents. The Trustee shall not be liable or accountable under any Basic
Document under any circumstances, except (i) for its own negligent action, its
own negligent failure to act or its own willful misfeasance or bad faith (except
that the foregoing shall not limit the effect of subsections 7.1(a) or (b), or
(ii) in the case of the inaccuracy of any representation or warranty contained
in Section 7.7. In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):

                  (a)      the Trustee shall at no time have any responsibility
or liability for or with respect to the legality, validity and enforceability of
any Underlying Security, other Trust Asset, the Swap Agreement, any Related
Agreement and any Credit Enhancement Agreement, or the perfection and priority
of any security interest created by any Underlying Security or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Assets or their sufficiency to generate the payments to be
distributed to Certificateholders under the Series Trust Agreement, including,
without limitation: the terms and conditions of any Underlying Security, other
Trust Asset, the Swap Agreement, any Related Agreement and any Credit
Enhancement Agreement; the validity of the assignment of any Underlying Security
or other Trust Asset to the Trust or of any intervening assignment; the
completeness of any Underlying Security, other Trust Asset, the Swap Agreement,
any Related Agreement and any Credit Enhancement Agreement; the performance or
enforcement of any Underlying Security, other Trust Asset, the Swap Agreement,
any Related Agreement and any Credit Enhancement Agreement; the compliance by
the Depositor with any warranty or representation made under any Basic Document
or in any related document or the accuracy of any such warranty or
representation or any action of the Depositor taken in the name of the Trustee;


                                      -29-
<PAGE>
                                                                     EXHIBIT 4.5


                  (b)      under no circumstances shall the Trustee be liable
for indebtedness or other payment or distribution obligations evidenced by or
arising under any of the Basic Documents, including the Certificate Principal
Balance of and periodic distributions on the Certificates;

                  (c)      the Trustee shall not be responsible for or in
respect of and makes no representation as to the validity or sufficiency of any
provision of the Series Trust Agreement, the accuracy or completeness of any
offering documents for the Certificates or for the due execution hereof by the
Depositor or for the form, character, genuineness, sufficiency, value or
validity of any of the Underlying Securities, the Certificates (other than the
certificate of authentication on the Certificates) or of any Underlying
Securities or any related documents, and the Trustee shall in no event assume or
incur any liability, duty or obligation to any Certificateholder, other than as
expressly provided for in the Basic Documents;

                  (d)      the Trustee shall not be liable for the default or
misconduct of the Depositor or any other party (other than itself, as provided
in the Series Trust Agreement) under any of the Basic Documents or otherwise;

                  (e)      the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by the Series Trust Agreement or to
make any investigation of related matters or to institute, conduct or defend any
litigation under or in relation to the Series Trust Agreement at the request,
order or direction of any of the Certificateholders, unless the
Certificateholders have offered the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred by the
Trustee. The right of the Trustee to perform any discretionary act enumerated in
the Series Trust Agreement or in any other Basic Document shall not be construed
as a duty, and the Trustee shall not be answerable for other than its willful
misfeasance, bad faith or negligence in the performance of any such act or by
reason of reckless disregard of the Trustee's obligations and duties under the
Series Trust Agreement; and

                  (f)      the Trustee shall not incur any liability to any
Certificateholder if, by reason of any provision of any present or future law,
or regulation thereunder, or any governmental authority, or by reason of any act
of God or war or other circumstance beyond the control of the relevant party,
the Trustee shall be prevented or forbidden from doing or performing any act or
thing which the terms of the Series Trust Agreement provide shall be done or
performed; and the Trustee shall not incur any liability to any
Certificateholder by reason of any non-performance or delay, caused as
aforesaid, in the performance of any act or thing which the terms of the Series
Trust Agreement provide shall or may be done or performed, or by reason of any
exercise of, or failure to exercise, any discretion provided for in the Series
Trust Agreement.

                  SECTION 7.4 Preferential Collection of Claims Against Trustee.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent required by TIA
Section 311(a).

                  SECTION 7.5 Action upon Instruction by Certificateholders.

                  (a)      Subject to Section 5.2, 5.3 and 9.2(b) and in
accordance with the terms of the Basic Documents, the Certificateholders of a
Class may by written instruction direct the Trustee in the management of the
Trust, or consent to the waiver of any past default and its consequences, and
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any power given to the Trustee.
Subject to Sections 7.3(e), 7.5(c) and 7.15, such direction may be exercised at
any time by written instruction of the Certificateholders pursuant to Section
5.3.


                                      -30-
<PAGE>
                                                                     EXHIBIT 4.5


                  (b)      Notwithstanding the foregoing, the Trustee shall not
be required to take any action under any Basic Document if the Trustee shall
have reasonably determined, or shall have been advised by counsel, that such
action is likely to result in liability on the part of the Trustee or is
contrary to the terms of any Basic Document or is otherwise contrary to law or
the Series Trust Agreement, or if the Trustee shall not have received indemnity
satisfactory to it as provided in Section 7.3(e). No provision of any Basic
Document shall require the Trustee to expend or risk funds or otherwise incur
any financial liability in the performance of any of its rights or powers under
any Basic Document, if the Trustee shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it.

                  (c)      Whenever the Trustee is unable to decide between
alternative courses of action permitted or required by the terms of any Basic
Document, or is unsure as to the application, intent, interpretation or meaning
of any provision of the Series Trust Agreement or the other Basic Documents, the
Trustee shall promptly give notice (in such form as shall be appropriate under
the circumstances) to the Certificateholders requesting instruction as to the
course of action to be adopted, and, to the extent the Trustee acts in good
faith in accordance with any instruction received in accordance with Sections
5.2 and 5.3, or otherwise in accordance with the instructions of the Depositor
or the Certificateholders in accordance with the Series Trust Agreement, the
Trustee shall not be liable on account of such action to any Person. If the
Trustee shall not have received appropriate instructions within ten days of such
notice (or within such shorter period of time as reasonably may be specified in
such notice or may be necessary under the circumstances) it may, but shall be
under no duty to, take or refrain from taking such action which is consistent,
in its view, with the Series Trust Agreement or the other Basic Documents, and
as it shall deem to be in the best interests of the Certificateholders, and the
Trustee shall have no liability to any Person for any such action or inaction.

                  SECTION 7.6 Furnishing of Documents; Reports to
Certificateholders and DTC.

                  (a)      The Trustee shall furnish to the Certificateholders,
promptly upon receipt of a written request therefor, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Trustee under the Basic Documents. In
addition, if required by TIA Section 313(a), within 60 days after December 31 of
each year, the Trustee shall mail to (i) each Certificateholder as required by
TIA Section 313(c) and (ii) the Depositor, a brief report dated as of such date
that complies with TIA Section 313(a). A copy of any report delivered pursuant
to this Section 7.6(a) shall, at the time of its mailing to Certificateholders
and the Depositor, be filed by the Trustee with the Commission and each stock
exchange, if any, on which the Certificates are listed. The Depositor shall
notify the Trustee if and when the Certificates are listed on any stock
exchange.

                  (b)      The Trustee shall within 90 days of an event
described in TIA Section 313(b) mail to (i) each Certificateholder as required
by TIA Section 313(c) and (ii) the Depositor, a brief report dated as of such
date that complies with TIA Section 313(b). A copy of any report delivered
pursuant to this Section 7.6(b) shall, at the time of its mailing to
Certificateholders and the Depositor, be filed by the Trustee with the
Commission and each stock exchange, if any, on which the Certificates are
listed. The Depositor shall notify the Trustee if and when the Certificates are
listed on any stock exchange.

                  (c)      So long as the Certificates are held in DTC's
book-entry only system, annual unaudited reports setting forth the amounts of
payments on the Certificates, and whether such amounts are principal or interest
shall be prepared by the Trustee and sent to DTC. To the extent the Depositor
fails to provide the Trustee with a copy of any report referred to in Section
4.1(a)(i) or (iv) herein prior to the 10th Business Day preceding the applicable
filing date therefor as required by such provisions, the Trustee shall request
the Depositor to prepare and file such report and, if the Depositor fails to do
so, shall


                                      -31-
<PAGE>
                                                                     EXHIBIT 4.5


cause such report to be prepared and filed and the Depositor shall reimburse the
Trustee for its reasonable expenses incurred in connection therewith. Any such
expenses not reimbursed by the Depositor shall be borne by the
Certificateholders.

                  SECTION 7.7 Representations and Warranties of Trustee. Each of
the Trustee and the Delaware Trustee, as applicable, hereby represents and
warrants to the Depositor, for the benefit of the Certificateholders, that:

                  (a)      in the case of the Delaware Trustee, it is a banking
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware, and in the case of the Trustee, it is a banking
corporation duly incorporated, validly existing and in good standing under the
laws of the [State of New York] [United States of America];

                  (b)      it has full power, authority and legal right to
execute, deliver and perform the Series Trust Agreement and the other Basic
Agreements, and has taken all necessary action to authorize the execution,
delivery and performance by it of the Series Trust Agreement and the other Basic
Agreements.

                  (c)      the execution, delivery and performance by it of the
Series Trust Agreement (i) will not violate any provision of any law or
regulation governing the powers of the Trustee or any order, writ, judgment or
decree of any court, arbitrator or governmental authority applicable to the
Trustee or any of its assets and (ii) will not violate any provision of the
corporate charter or by-laws of the Trustee;

                  (d)      the Series Trust Agreement has been duly executed and
delivered by the Trustee and constitutes the legal, valid and binding agreement
of the Trustee, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, or
other similar laws affecting the enforcement of creditors' rights in general and
by general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law; and

                  (e)      the execution, delivery and performance by the
Trustee of the Series Trust Agreement will not require the authorization,
consent or approval of, the giving of notice to, the filing or registration
with, or the taking of any other action in respect of, any governmental
authority or agency regulating the banking and corporate trust activities of
banks or trust companies in the jurisdiction in which the Trust was formed.

                  SECTION 7.8 Reliance; Advice of Counsel.

                  (a)      The Trustee shall incur no liability to anyone in
acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond, facsimile transmission or other
document or paper reasonably believed by it to be genuine and reasonably
believed by it to be signed by the proper party or parties and need not
investigate any fact or matter in any such document. The Trustee may accept a
certified copy of a resolution of the board of directors or other governing body
of any corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to any
fact or matter the method of the determination of which is not specifically
prescribed herein, the Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer
or other authorized officers of the relevant party, as to such fact or matter,
and such certificate shall constitute full protection to the Trustee for any
action taken or omitted to be taken by it in good faith in reliance thereon.

                  (b)      In the exercise or administration of the trusts
hereby created and in the performance of its duties and obligations under the
Series Trust Agreement or the other Basic Documents,


                                      -32-
<PAGE>
                                                                     EXHIBIT 4.5


the Trustee: (i) may act directly or through its agents, attorneys, custodians
or nominees (including the granting of a power of attorney to Responsible
Officers or Authorized Signatories of the Trustee to execute and deliver any
Basic Documents, Certificate or other documents related thereto on behalf of the
Trustee) pursuant to agreements entered into with any of them, and the Trustee
shall not be liable for the conduct or misconduct of such agents, attorneys,
custodians or nominees if such agents, attorneys, custodians or nominees shall
have been selected by the Trustee in good faith and with reasonable care and
(ii) may consult with counsel, accountants and other skilled professionals to be
selected in good faith and with reasonable care and employed by it. The Trustee
shall not be liable for anything done, suffered or omitted in good faith by it
in accordance with the opinion or advice of any such accountants or other such
persons and not contrary to the Series Trust Agreement or any other Basic
Document.

                  SECTION 7.9 Trustee May Own Certificates and Notes. The
Trustee in its individual or any other capacity shall be permitted to become the
owner or pledgee of Certificates and Notes and may deal with the Depositor and
the parties to the Swap Agreement, any Related Agreement or any Credit
Enhancement Agreement in transactions in the same manner as it would have if it
were not the Trustee, subject to the limitations on the rights of the Trustee,
if it is holding the Certificates in its individual capacity, in voting on any
demand, authorization, direction, notice, consent or waiver hereunder, set forth
in the definition of "Outstanding" in Section 1.1 hereof.

                  SECTION 7.10 Compensation and Indemnity. The Trustee shall be
entitled to receive from the Depositor as compensation for the Trustee's
services hereunder, trustee's fees pursuant to a separate agreement between the
Trustee and the Depositor, and shall be reimbursed by the Depositor for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
(including the reasonable compensation, disbursements and expenses of its
counsel and other persons not regularly in its employ). The Depositor shall
indemnify and hold harmless the Trustee and its successors, assigns, agents,
directors, officers and employees against any and all loss, liability or
reasonable expense (including attorney's fees) incurred by it in connection with
any legal action relating to the administration of this Trust and the
performance of its duties thereunder. The Trustee shall notify the Depositor
promptly of any claim for which it or any such Person may seek indemnity.
Failure by the Trustee to so notify the Depositor shall not relieve the
Depositor of its obligations hereunder except to the extent of any damages
caused by such delay. The Depositor need not reimburse any expense or indemnify
against any loss, liability or expense that is incurred by the Trustee through
the Trustee's own willful misfeasance, negligence or bad faith in the
performance of the Trustee's duties under the Series Trust Agreement or as a
result of a breach or by reason of reckless disregard of the Trustee's
obligations and duties under the Series Trust Agreement. The indemnities
contained in this Section 7.10 shall apply to the Delaware Trustee and shall
survive the resignation or termination of the Trustee or the termination of the
Series Trust Agreement.

                  Failure by the Depositor to pay, reimburse or indemnify the
Trustee shall not entitle the Trustee to any payment, reimbursement or
indemnification from the Trust unless otherwise specified in the Forepart, nor
shall such failure release the Trustee from the duties it is required to perform
under the Series Trust Agreement. Any unpaid, unreimbursed or unindemnified
amounts shall not be borne by the Trust and shall not constitute a claim against
the Trust, but shall be borne by the Trustee in its individual capacity unless
it is specified that the Trustee is entitled to payment, reimbursement or
indemnification from the Trust, in which event such amounts will be paid in
accordance with the priority of payments set out in the Forepart.

                  SECTION 7.11 Replacement of Trustee.

                  (a)      The Trustee may resign at any time and be discharged
from the trusts hereby created by giving 30 days' prior written notice thereof
to the Depositor. The Depositor may appoint a


                                      -33-
<PAGE>
                                                                     EXHIBIT 4.5


successor Trustee by delivering a written instrument, in duplicate, to the
resigning Trustee and the successor Trustee. If no successor Trustee shall have
been appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee. The Depositor
shall remove the Trustee if:

                  (i)      the Trustee shall cease to be eligible in accordance
         with the provisions of Section 7.14 and shall fail to resign after
         written request therefor by the Depositor;

                  (ii)     the Trustee shall be adjudged bankrupt or insolvent;

                  (iii)    a receiver or other public officer shall be appointed
         or take charge or control of the Trustee or of its property or affairs
         for the purpose of rehabilitation, conservation or liquidation; or

                  (iv)     the Trustee shall otherwise be incapable of acting.

                  (b)      If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Depositor shall promptly
appoint a successor Trustee by written instrument, in duplicate (one copy of
which instrument shall be delivered to the outgoing Trustee so removed and one
copy to the successor Trustee) and shall pay all fees and expenses owed to the
outgoing Trustee.


                  (c)      Unless the Trust has been completely liquidated and
the proceeds of the liquidation distributed to Certificateholders, any
resignation or removal of the Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this Section 7.11 shall not become
effective until a written acceptance of appointment is delivered by the
successor Trustee to the outgoing Trustee and the Depositor and all fees and
expenses due to the outgoing Trustee are paid; provided that, with respect to
any of the events specified in Section 7.11(a), the payment of the fees and
expenses due to the outgoing Trustee shall not be a condition for the removal of
such Trustee and the appointment of a successor Trustee. Any successor Trustee
appointed pursuant to this Section 7.11 shall be eligible to act in such
capacity in accordance with Section 7.14 and, following compliance with the
preceding sentence, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor under the Series Trust Agreement, with
like effect as if originally named as Trustee. The Depositor shall provide
notice within five (5) Business Days of the resignation or removal of the
Trustee to each Rating Agency, the Indenture Trustee and each Certificateholder.


                  (d)      The predecessor Trustee shall deliver to the
successor Trustee all documents and statements and moneys held by it under the
Series Trust Agreement. The Depositor and the predecessor Trustee shall execute
and deliver such instruments and do such other things as may reasonably be
required for fully and certainly vesting and confirming in the successor Trustee
all such rights, powers, duties and obligations.

                  (e)      Upon acceptance of appointment by a successor Trustee
pursuant to this Section 7.11, the Depositor shall mail notice of the successor
of such Trustee to all Certificateholders, the Indenture Trustee and each Rating
Agency.

                  SECTION 7.12 Merger or Consolidation of Trustee. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be eligible pursuant to Section 7.14, and without


                                      -34-
<PAGE>
                                                                     EXHIBIT 4.5


the execution or filing of any instrument or any further act on the part of any
of the parties hereto (except for the filing of an amendment to the Certificate
of Trust if required by the Trust Statute); provided, however, that the Trustee
shall mail notice of such merger or consolidation to each Rating Agency.

                  SECTION 7.13 Appointment of Co-Trustee or Separate Trustee.

                  (a)      Notwithstanding any other provisions of the Series
Trust Agreement, at any time, for the purpose of meeting any legal requirement
of any jurisdiction in which any part of the Trust Assets may at the time be
located, the Depositor and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee, jointly with the Trustee, or as
separate trustee or trustees, of all or any part of the Trust Assets, and to
vest in such Person in such capacity such title to the Trust Assets, or any part
thereof, and, subject to the other provisions of this Section 7.13, such powers,
duties, obligations, rights and trusts as the Depositor and the Trustee may
consider necessary or desirable. If the Depositor shall not have joined in such
appointment within fifteen (15) days after the receipt by it of a request so to
do, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee under the Series Trust Agreement shall be
required to meet the terms of eligibility as a successor trustee pursuant to
Section 7.14 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 7.11.

                  (b)      Each separate trustee and co-trustee shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:

                  (i)      all rights, power, duties and obligations conferred
         or imposed upon the Trustee shall be conferred upon and exercised or
         performed by the Trustee and such separate trustee or co-trustee
         jointly (it being understood that such separate trustee or co-trustee
         is not authorized to act separately without the Trustee joining in such
         act), except to the extent that under any law of any jurisdiction in
         which any particular act or acts are to be performed, the Trustee shall
         be incompetent or unqualified to perform such act or acts, in which
         event such rights, powers, duties and obligations (including the
         holding of title to the Trust Assets or any portion thereof in any such
         jurisdiction) shall be exercised and performed singly by such separate
         trustee or co-trustee, but solely at the direction of the Trustee;

                  (ii)     no separate trustee or co-trustee under the Series
         Trust Agreement shall be personally liable by reason of any act or
         omission of any other trustee under the Series Trust Agreement; and

                  (iii)    the Depositor and the Trustee acting jointly may at
         any time accept the resignation of, or may remove, any separate trustee
         or co-trustee.

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


                                      -35-
<PAGE>
                                                                     EXHIBIT 4.5


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

                  SECTION 7.14 Eligibility Requirements for Trustee.

                  (a)      Trustee shall at all times satisfy the requirements
of TIA Section 310(a). The Trustee shall at all times be a bank, trust company
or corporation not an Affiliate of the Depositor (but may have normal banking
relationships with the Depositor or any Underlying Securities Issuer or any
party under the Swap Agreement, any Related Agreement or any Credit Enhancement
Agreement and their respective Affiliates), which (i) is organized and doing
business under the laws of any State or the United States; (ii) is authorized
under such laws to exercise corporate trust powers; (iii) has a combined capital
and surplus of at least $50,000,000; (iv) is subject to supervision or
examination by federal or state authority; (v) has (or has a parent which has) a
long-term unsecured debt rating of at least BBB- by Standard & Poor's and at
least Baa3 by Moody's (or such other rating as may be specified in the
Forepart); and (vi) satisfies the provisions of Section 3807(a) of the Trust
Statute. Notwithstanding the foregoing, at all times either the Trustee or the
Delaware Trustee shall satisfy requirement (vi) hereof. If such corporation
shall publish reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section 7.14, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
7.14, the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.11.


                  (b)      The Trustee shall comply with TIA Section 310(b);
provided that, if the exclusion requirements set forth in TIA Section 310(b)(1)
are met, any other trust agreement under which other securities are outstanding
that evidence Beneficial Ownership Interests in obligations of any Underlying
Securities Issuer shall be excluded from the operation of TIA Section 310(b)(1).


                  SECTION 7.15 Voting of the Underlying Securities.

                  (a)      For so long as the Trust Assets shall be pledged to
the Indenture Trustee, the Trustee shall not exercise any voting or consent
rights with respect to the Underlying Securities and all such voting or consent
rights with respect to the Underlying Securities shall be exercised by the
Indenture Trustee pursuant to the terms of the Indenture.

                  (b)      For so long as the Underlying Securities shall be
held by the Trust, and not pledged to the Indenture Trustee, the Trustee shall
exercise any voting or consent rights with respect to the Underlying Securities
as directed in writing by Certificateholders holding Certificates representing
at least a majority of the Outstanding Certificate Principal Balance. In the
absence of any written direction from such Certificateholders, the Trustee shall
not exercise any voting or consent rights with respect to the Underlying
Securities. Notwithstanding the foregoing, if the Trust is intended to qualify
as a grantor trust, the Trustee shall not exercise such rights if the exercise
thereof (or the action with respect to which such rights are so elicited) would
cause the Trust to fail to qualify as a grantor trust (or fail to have such
other qualification as may be specified in the Forepart). As a condition of
exercising any such rights, if the Trust is intended to qualify as a grantor
trust, the Trustee may require an opinion of counsel to the effect that
exercising such rights would not cause the Trust to fail to qualify as a grantor
trust (or fail to have such other qualification as may be specified in the
Forepart).


                                      -36-
<PAGE>
                                                                     EXHIBIT 4.5


                  (c)      The Trustee may, subject to the provisions of Section
7.15(a), vote and give consents and waivers in respect of the Underlying
Securities as permitted by DTC and except as provided herein. In the event that
the Trustee receives a request from the Underlying Securities Issuer for its
consent to any amendment, modification or waiver of the Underlying Securities or
any document relating thereto, or receives any other solicitation for any action
with respect to the Underlying Securities, the Trustee shall mail a notice of
such proposed amendment, modification, waiver or solicitation to each
Certificateholder of record as of such date. The Trustee shall request
instructions from the Certificateholders as to whether or not to consent to or
vote to accept such amendment, modification, waiver or solicitation. The Trustee
shall consent or vote, or refrain from consenting or voting, in the same
proportion (based on the relative Certificate Principal Balances) as the
Certificates were actually voted or not voted by the Certificateholders thereof
as of a date determined by the Trustee prior to the date on which such consent
or vote is required.

                  (d)      Notwithstanding anything to the contrary herein, the
Trustee shall at no time vote or consent to any matter:

                  (i)      unless such vote or consent (or the action with
         respect to which such vote or consent is solicited) would not, based on
         an opinion of counsel, alter the classification of the Trust as either
         a grantor trust, or such other classification as may be specified in
         the Forepart, for federal income tax purposes;

                  (ii)     that would alter the timing or amount of any payment
         on the Trust Assets, including, without limitation, any demand to
         accelerate the Underlying Securities, except upon the occurrence of an
         Underlying Securities Event of Default, unless Certificateholders
         representing 100% of the aggregate Voting Rights of the Certificates
         consent to the Trustee voting in favor of or consenting to that matter;
         or

                  (iii)    that would result in the exchange or substitution of
         any of the outstanding Underlying Securities pursuant to a plan for the
         refunding or refinancing of such Underlying Securities, except in the
         event of an Underlying Securities Event of Default, unless
         Certificateholders representing 100% of the aggregate Voting Rights of
         the Certificates consent to the Trustee voting in favor of or
         consenting to that matter.

The Trustee shall have no liability for any failure to act resulting from any
Certificateholder's late return of, or failure to return, directions requested
by the Trustee from the Certificateholders.

                  (e)      In the event that an offer is made by the Underlying
Securities Issuer to issue new obligations in exchange and substitution for any
of the Underlying Securities, pursuant to a plan for the refunding or
refinancing of the Underlying Securities, or any other offer is made for the
Underlying Securities, the Trustee shall notify the Certificateholders of such
offer as promptly as practicable. The Trustee must reject any such offer unless
(a) an Underlying Securities Event of Default has occurred, (b) the Trustee is
directed by the unanimous affirmative vote of the Certificateholders to accept
such offer and (c) the Trustee has received an opinion of counsel to the effect
that any such exchange will not (i) alter the classification of the Trust as a
grantor trust, or such other classification as may be specified in the Forepart,
for federal income tax purposes and (ii) result in a deemed exchange of the
Underlying Securities or the Certificates for federal income tax purposes.

                  (f)      If an Underlying Securities Event of Default occurs
and is continuing, and if directed by all the holders of the then Outstanding
Certificates, the Trustee shall, subject to the provisions of Section 7.15(a),
vote the Underlying Securities in favor of directing, or take such other action
as may


                                      -37-
<PAGE>
                                                                     EXHIBIT 4.5


be appropriate to direct, the trustee of the Underlying Securities to declare
the unpaid principal balance of the Underlying Securities plus accrued and
unpaid interest thereon to be due and payable.


                  SECTION 7.16 Annual Statement. The Trustee shall deliver to
the Depositor, on or before February 15th of each year, an annual statement
signed by an officer of the Trustee to the effect that the Trustee has
fulfilled its obligations under the Series Trust Agreement throughout the
preceding year with respect to the Certificates. A copy of such certificate may
be obtained by any Certificateholder by a request in writing to the Trustee
addressed to the Corporate Trust Office of the Trustee.



                                  ARTICLE VIII
                            TERMINATION OF AGREEMENT

                  SECTION 8.1 Termination of Agreement.

                  (a)      The Series Trust Agreement (other than Section 7.10)
shall terminate and the Trust shall dissolve, wind-up and terminate in
accordance with Section 3808 of the Trust Statute and be of no further force or
effect 60 days after the earlier of the (i) final distribution by the Trustee of
all moneys or other property or proceeds of the Trust Assets in accordance with
the terms of Article VI or Section 8.2 of the Series Trust Agreement and (ii)
the distribution by the Trustee in accordance with the terms of Article VI or
Section 8.2 of the Series Trust Agreement, or the terms of the Indenture, of the
proceeds of the purchase of all the Trust Assets by the party entitled to do so,
under the circumstances and in the manner described in the Forepart. The
bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder shall not (A) operate to terminate the Series Trust Agreement
or the Trust, (B) entitle such Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of all or any part of the Trust or the Trust
Assets or (C) otherwise affect the rights, obligations and liabilities of the
parties hereto.

                  (b)      Neither the Depositor nor any Certificateholder shall
be entitled to revoke or terminate the Trust.

                  (c)      Notice of any termination of the Trust, specifying
the Distribution Date upon which the Certificateholders shall surrender their
Certificates to the Trustee for payment of the final distribution and
cancellation, shall be given by the Trustee by letter to the Certificateholders
mailed in accordance with Section 10.3 below stating: (i) the Distribution Date
upon or with respect to which final payment of the Certificates shall be made
upon presentation and surrender of the Certificates at the office of the Trustee
therein designated; (ii) the amount of any such final payment; (iii) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at
the office of the Trustee therein specified; (iv) the office where Definitive
Certificates should be surrendered to the Trustee; and (v) that after such
Distribution Date, no further periodic distributions shall accrue on the
Certificates. The Trustee shall give such notice to the Certificate Registrar
(if other than the Trustee) and the Indenture Trustee, if applicable, at the
time such notice is given to Certificateholders. Upon presentation and surrender
of the Certificates, the Trustee shall cause to be distributed to
Certificateholders amounts distributable on such Distribution Date pursuant to
Section 6.2.

                  (d)      If all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take


                                      -38-
<PAGE>
                                                                     EXHIBIT 4.5


appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets that shall
remain subject to the Series Trust Agreement. Subject to applicable laws with
respect to escheat of funds, any funds remaining in the Trust after exhaustion
of such remedies in the preceding sentence shall be deemed property of the
Depositor and distributed by the Trustee to the Depositor, and the
Certificateholders shall have no claim against the Trustee or the Depositor with
respect thereto.

                  (e)      Upon the winding up of the Trust and its termination,
the Trustee shall cause the Certificate of Trust to be canceled by filing a
certificate of cancellation with the Secretary of State of the State of Delaware
in accordance with the provisions of Section 3810 of the Trust Statute.

                  SECTION 8.2 Liquidation of Trust Assets Upon Certain Events.

                  (a)      Upon the occurrence of a Trust Liquidation Event, the
Trustee shall, upon receipt of notice thereof from the Swap Counterparty or the
counterparty to any Related Agreement or any Credit Enhancement Agreement, or
upon the Trustee obtaining actual knowledge of any occurrence of a Trust
Liquidation Event, promptly give notice of such occurrence to the
Certificateholders and, if applicable, the Indenture Trustee.

                  (b)      Upon the occurrence of a Trust Liquidation Event, the
Trustee shall, subject to the rights of the Noteholders, as specified in the
Indenture, cause the Trust Assets to be liquidated in the manner set forth in
the Forepart. The proceeds of such liquidation shall be credited to the
Collection Account and the Trustee shall:

                           (i)      except to the extent such moneys or property
         are paid or delivered, or required to be paid or delivered, to the
         Indenture Trustee, pursuant to the Indenture, (A) withdraw from the
         Collection Account such amounts as are necessary to satisfy the
         expenses of the Trust, to the extent not paid by the Depositor pursuant
         to Section 7.10 hereof, (B) withdraw from the Collection Account and
         remit first to the Swap Counterparty, then to the counterparty to any
         Related Agreement, and then to the counterparty to any Credit
         Enhancement Agreement (in accordance to any priority of payments
         specified in the Forepart), any amounts due to such Person from the
         Trust on such date pursuant to the terms of the Swap Agreement, the
         relevant Related Agreement or the relevant Credit Enhancement Agreement
         (net of amounts due to the Trust from such Person on such date), and
         (C) retain in the Collection Account any amounts due to the Trust and
         received from such Person on such date pursuant to the terms of the
         Swap Agreement, the relevant Related Agreement or the relevant Credit
         Enhancement Agreement.

                           (ii)     after paying any amounts due under the Swap
         Agreement, any Related Agreement or any Credit Enhancement Agreement as
         provided in Section 8.2(b)(i) above, (A) pay the Noteholders, in
         accordance with the Indenture, all amounts due in respect of the Notes
         and not previously received by the Indenture Trustee, and then (B)
         distribute from the Collection Account to the Certificateholders, on a
         pro rata basis, all amounts then remaining on deposit in the Collection
         Account, including any payments which the Trustee receives in respect
         of the Swap Agreement, any Related Agreement or any Credit Enhancement
         Agreement.

                  (c)      The proceeds and the timing of the sale of the Trust
Assets by the Trustee shall be at the risk of the Swap Counterparty, the
counterparty to any Related Agreement or any Credit Enhancement Agreements, the
Noteholders and the Certificateholders and without recourse to the Trustee, who
shall execute such sales based on advice obtained pursuant to Section 8.2(d)
below and apply the proceeds of the sale as set forth in Section 8.2(b).


                                      -39-
<PAGE>
                                                                     EXHIBIT 4.5


                  (d)      For purposes of any determinations required by this
Section 8.2, including (i) the making of any Market Quotation determination or
Loss determination by the Trust under the Swap Agreement and (ii) advice on the
pricing and timing of sales of the Trust Assets, the Trustee shall be entitled
to receive and conclusively rely on certifications provided by an investment
bank selected in good faith and in a reasonable manner by the Trustee and will
not be subject to any liability for such reliance thereon.

                                   ARTICLE IX
                                   AMENDMENTS

                  SECTION 9.1 Amendments Without Consent of Certificateholders.
The Series Trust Agreement may, subject to any rights of the Noteholders, if
applicable, hereunder or under the Indenture, be amended by the Depositor and
the Trustee without the consent of any of the Certificateholders (but with prior
notice to the Rating Agency), to (a) cure any error or ambiguity, (b) correct or
supplement any provision in the Series Trust Agreement that may be defective or
inconsistent with any other provision in the Series Trust Agreement, (c) add or
supplement any credit enhancement for the benefit of the Certificateholders
(except that if any such addition affects any Class of Certificateholders
differently from any other Class of Certificateholders, then the Depositor must
obtain an Opinion of Counsel stating that the addition will not have a material
adverse effect on the interests of any affected Class of Certificateholders) and
provided that any such addition shall not, as evidenced by an Opinion of
Counsel, adversely affect the classification of the Trust for federal income tax
purposes, (d) add to the covenants, restrictions or obligations of the Depositor
or the Trustee for the benefit of the Certificateholders, (e) evidence and
provide for the acceptance of the appointment of a successor Trustee with
respect to the Trust Assets and add to or change any provisions as shall be
necessary to facilitate the administration of the trusts hereunder by more than
one trustee pursuant to Article VII, and (f) add, change or eliminate any other
provision of the Series Trust Agreement in any manner that shall not, as
evidenced by an Opinion of Counsel, either (i) adversely affect in any material
respect the interests of the Certificateholders or (ii) affect the tax status of
the Trust or result in a sale or exchange of any Certificate for tax purposes,
provided that, in each case, the Trustee has received written confirmation from
each Rating Agency that the Rating Agency Condition will be satisfied if such
amendment is made and (g) to comply with any requirements imposed by the Code.

                  SECTION 9.2 Amendments With Consent of Certificateholders;
Waivers.


                  (a)      The Series Trust Agreement may, subject to the rights
of the Noteholders, if applicable, hereunder or under the Indenture, be amended
from time to time by the Depositor and the Trustee with the consent of
Certificateholders whose Certificates evidence more than a majority of the
Certificate Principal Balance as of the close of business on the preceding
Distribution Date (which consent, whether given pursuant to this Section 9.2 or
pursuant to any other provision of the Series Trust Agreement, shall be
conclusive and binding on such Person and on all future holders of such
Certificates and of any Certificates issued upon the transfer thereof or in
exchange thereof or in lieu thereof whether or not notation of such consent is
made upon the Certificates), and upon satisfaction of the Rating Agency
Condition, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Series Trust Agreement, or of
modifying in any manner the rights of the Certificateholders; provided that, if
the amendment would materially adversely affect any Class of Certificateholders
or the rating of any Class of Certificates, the required percentage of votes
shall be the number specified in the Forepart; and provided further, however,
that no such amendment shall (a) reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Trust Assets or
distributions that shall be required to be made on any Certificate, (b) reduce
the aforesaid percentage required to consent to any such amendment, (c) as
evidenced by an Opinion of Counsel, adversely affect the classification of the
Trust for federal income tax purposes, or (d) cause the termination of the
Trust,



                                      -40-
<PAGE>
                                                                     EXHIBIT 4.5


without, in each case, the consent of all Certificateholders. Unless otherwise
specified in the Forepart, no amendment under this Section 9.2(a) shall be
effective without the consent of the holders of a majority in aggregate
principal amount of the Notes.

                  (b)      Unless otherwise specified in the Forepart, the
Required Percentage--Waiver, to (a) waive, with respect to Certificates of the
same Class, compliance by the Depositor or the Trustee with any restrictive
provision of the Series Trust Agreement before the time for compliance, and (b)
waive any past default under the Series Trust Agreement with respect to
Certificates of the same Class, shall be Certificateholders evidencing more than
50% of the Outstanding Certificates of the same Class, except for a default in
the failure to distribute amounts received as principal of and any premium or
any interest on any Certificate and a default in respect of a covenant or
provision the modification or amendment, each of which would require the consent
of the holder of each affected Outstanding Certificate.

                  SECTION 9.3 Form of Amendments.

                  (a)      Promptly after the execution of any amendment,
supplement or consent pursuant to Section 9.1 or 9.2, the Trustee shall furnish
written notification of such amendment or consent to each Certificateholder and
the Indenture Trustee.

                  (b)      It shall not be necessary for the consent of
Certificateholders pursuant to Section 9.2 to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents (and any
other consents of Certificateholders provided for in the Series Trust Agreement
or in any other Basic Document) and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Trustee may prescribe.

                  (c)      Prior to the execution of any amendment to the Series
Trust Agreement or the Certificate of Trust, the Trustee shall be entitled to
receive and rely upon an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by the Series Trust Agreement. The Trustee
may, but shall not be obligated to, enter into any such amendment which affects
the Trustee's own rights, duties or immunities under the Series Trust Agreement
or otherwise.

                  (d)      Promptly after the execution of any amendment to the
Certificate of Trust, the Trustee shall cause the filing of such amendment with
the Secretary of State of the State of Delaware in accordance with Section 3810
of the Trust Statute.

                                    ARTICLE X
                                  MISCELLANEOUS

                  SECTION 10.1 Certificateholders Have No Legal Title to Trust
Property. The Certificateholders shall not have legal title to any part of the
Trust Assets. The Certificateholders shall be entitled to receive distributions
with respect to their Beneficial Ownership Interests in the Trust Assets only in
accordance with Articles VI and VIII. No transfer, by operation of law or
otherwise, of any right, title or interest in the Trust Assets shall operate to
terminate the Series Trust Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Trust Assets.

                  SECTION 10.2 Limitations on Rights of Others. The provisions
of the Series Trust Agreement are solely for the benefit of the Trustee, the
Depositor, the Swap Counterparty, the parties to the other Basic Documents, the
Noteholders, if applicable, and the Certificateholders, and nothing in the
Series Trust Agreement, whether express or implied, shall be construed to give
to any other Person any


                                      -41-
<PAGE>
                                                                     EXHIBIT 4.5


legal or equitable right, remedy or claim in the Trust Assets or under or in
respect of the Series Trust Agreement or any covenants, conditions or provisions
contained herein.

                  SECTION 10.3 Notices.


                  (a)      All demands, notices and communications upon or to
the Depositor or the Trustee or any Rating Agency under the Series Trust
Agreement shall be in writing, personally delivered, sent by electronic
facsimile (with hard copy to follow via first class mail) or mailed by certified
mail-return receipt requested, and shall be deemed to have been duly given upon
receipt (i) in the case of the Depositor, to the Depositor at the following
address: Corporate Asset Backed Corporation, 445 Broad Hollow Road, Suite 239,
Melville, New York 11747, Attention: Andrew L. Stidd, (ii) in the case of the
Trust or the Trustee, to the Trustee at its Corporate Trust Office, (iii) in the
case of any Rating Agency, at the applicable address set forth in the Forepart,
and (iv) in the case of any other Person, to such other Person at such other
address as shall be designated by such Person in a written notice to the other
parties to the Series Trust Agreement.


                  (b)      Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate Register (which
shall be DTC for any Class of Book-Entry Certificates). Any notice so mailed
within the time prescribed in the Series Trust Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.

                  SECTION 10.4 Severability. If any one or more of the
covenants, agreements, provisions or terms of the Series Trust Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of the Series Trust Agreement and shall in no
way affect the validity or enforceability of the other provisions of the Series
Trust Agreement or of the Certificates or the rights of the Certificateholders
thereof.

                  SECTION 10.5 Counterparts. The Series Trust Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute one and the same instrument.

                  SECTION 10.6 Successors and Assigns. All covenants and
agreements contained herein shall be binding upon, and inure to the benefit of,
the Depositor, the Trustee and each Certificateholder and their respective
successors and permitted assigns, all as herein provided. Any request, notice,
direction, consent, waiver or other instrument or action by a Certificateholder
shall bind the successors and assigns of such Certificateholder.

                  SECTION 10.7 No Petition Covenant. Notwithstanding any prior
termination of the Series Trust Agreement, the Trustee, each Certificateholder
and each Certificate Owner shall not, prior to the date which is one year and
one day after the termination of the Series Trust Agreement, acquiesce, petition
or otherwise invoke or cause the Trust or the Depositor to invoke the process of
any court or governmental authority for the purpose of commencing or sustaining
a case against the Trust or the Depositor under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Trust or the
Depositor or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Trust or the Depositor.

                  SECTION 10.8 No Recourse. Each Certificateholder by accepting
a Certificate acknowledges that such Certificateholder's Certificates represent
beneficial interests in the Trust only and


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                                                                     EXHIBIT 4.5


do not represent interests in or obligations of the Depositor, the Trustee, or
any Affiliate thereof and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated in the Series Trust
Agreement, the Certificates or the other Basic Documents. The Trustee shall have
no recourse to the Underlying Securities.

                  SECTION 10.9 Headings. The headings of the various Articles
and Sections herein are for convenience of reference only and shall not define
or limit any of the terms or provisions hereof.


                  SECTION 10.10 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ANY
CONFLICT OF LAW PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE SUBSTANTIVE
LAW OF ANOTHER STATE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, EXCEPT THAT THE
PROVISIONS OF THIS AGREEMENT WITH RESPECT TO THE TRANSFER OF THE TRUST ASSETS TO
THE TRUST BY THE DEPOSITOR SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


                  SECTION 10.11 Conflict with Trust Indenture Act.

                  (a)      If any provision of the Series Trust Agreement
limits, qualifies or conflicts with a provision of the TIA that is required to
be included in the Series Trust Agreement by any of the provisions of the TIA,
such imposed provision shall control. If any provision of the Series Trust
Agreement modifies or excludes any provision of the TIA that may be so modified
or excluded, the latter provision shall be deemed to apply to the Series Trust
Agreement as so modified or excluded, as the case may be.

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


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